Common use of Consents and Approvals; No Violations Clause in Contracts

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither the execution and delivery of this Agreement nor the performance by Reckson of its obligations hereunder will (i) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except Other than as set forth in Schedule 4.1.3(aon Section 4.2(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Target Disclosure Schedule")Letter, neither the execution and delivery of this Agreement nor by Target do not, the performance execution and delivery by Reckson of its obligations hereunder will (i) conflict with or result in any breach of any provision Target of the articles Ancillary Agreements to be executed and delivered by Target as contemplated hereby will not and the consummation by Target of incorporation or by-laws of Reckson or (ii) the transactions contemplated hereby and thereby will not result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration acceleration) under, or obligation to repurchase, repay, redeem result in the creation of any Lien on any of the properties or acquire assets of Target or any similar right of its Subsidiaries (taken as a whole), except for Permitted Liens, under: (i) any provision of the Organizational Documents of Target or obligationany of its Subsidiaries; (ii) subject to obtaining and making any of the approvals, consents, notices and filings referred to in paragraph (b) below, any Law or Order applicable to Target or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (iii) any of the terms, conditions or provisions of any Material Contract to which Target or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets is bound except in the case of clauses (ii) and (iii) above, for such violations, filings, permits, consents, approvals, notices, breaches or conflicts which would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect with respect to Target. (b) Except for such filings and approvals as may be required pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and as set forth on Section 4.2(b) of the Target Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental Entity or private third party is necessary or required under any of the terms, conditions or provisions ofof any Law or Order applicable to Target or any of its Subsidiaries or by which any of their respective properties or assets may be bound, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Material Contract to which Reckson Target or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound or (iii) assuming that the filingsbound, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with for the execution and delivery of this Agreement by Reckson or Target, the performance by Reckson Target of its obligations hereunder, except (i) hereunder or the filing consummation of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such transactions contemplated hereby other consentsthan those which, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained obtain or made make, would not, not individually or in the aggregate, aggregate be reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson with respect to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyTarget.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither the The execution and delivery by each of Parent and Merger Sub of this Agreement nor do not, and the performance by Reckson consummation of its obligations hereunder the Merger and the other transactions contemplated hereby and compliance with the terms hereof will (i) not, conflict with with, or result in any breach violation of any provision of the articles of incorporation or by-laws of Reckson or (ii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellation or acceleration of any obligation or obligation to repurchaseloss of a material benefit under, repay, redeem or acquire or result in the creation of any similar right or obligation) under Lien upon any of the terms, conditions assets of Parent or provisions ofany of its Subsidiaries under, any noteprovision of (i) the charter or organizational documents of Parent or any of its Subsidiaries, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation (ii) any Contract to which Reckson Parent or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be is bound or (iii) assuming that subject to the filings, registrations, notifications, authorizations, consents filings and approvals other matters referred to in subsection (bSection 5.3(b) below have been obtained any Judgment or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity Law applicable to which Reckson Parent or any of its Subsidiaries is subjector their respective properties or assets, excluding from other than, in the foregoing case of clauses (ii) and (iii) above, any such requirements, defaults, breaches, rights or violations (A) items that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect not had and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyParent Material Adverse Effect. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure ScheduleNo Consent of, no or registration, declaration or filing or registration with, notification or notice to, or authorization, consent or approval ofpermit from, any Governmental Entity is required to be obtained or made by or with respect to the Parent or Merger Sub in connection with the execution execution, delivery and delivery performance of this Agreement by Reckson or the performance by Reckson consummation of its obligations hereunderthe transactions contemplated hereby, except other than (i) the filing with the SEC of such reports and such other filings required under the Exchange Act and such filings under state securities and “blue sky” Laws, in each case, as may be required in connection with this Agreement, the Offer, the Merger and the other transactions contemplated hereby, (ii) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles Secretary of Merger in accordance with the MGCL and filings to maintain the good standing State of the Surviving Entity; (ii) compliance with any applicable requirements State of the Securities Act and the Exchange Act; Delaware, (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns such other items that may be required solely by reason of the participation of the Company (as opposed to any other third party) in connection the transactions contemplated hereby (iv) compliance with and filings or notifications under the Merger HSR Act and other applicable competition Laws and (v) such other consents, approvals, orders, authorizations, notificationsConsents, registrations, declarations and filings (A) declarations, filings, notices or permits the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyParent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Harx-Xxxxx-Xxxxxx Xxtitrust Improvements Act of 1916, as amended (athe ‘‘HSR Act’’), the rules of the Financial Industry Regulatory Authority (“FINRA”), and as set forth on Schedule 3.6 of the Muex Xxsclosure Schedule no filing with or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a “Governmental Entity”) is necessary for the execution and delivery by Muex xx this Agreement or the consummation by Muex xx the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Muex. Except as set forth in Schedule 4.1.3(a) Section 3.6 of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Muex Xxsclosure Schedule"), neither the execution execution, delivery and delivery performance of this Agreement nor by Muex xxr the performance consummation by Reckson of its obligations hereunder Muex xx the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the articles respective Articles of incorporation Incorporation or by-laws Bylaws (or similar governing documents) of Reckson or Muex, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or obligation to repurchaseLien) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Reckson or any of its Subsidiaries is Muex xx a party or by which any of them its properties or any of their assets may be bound bound, or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to which Reckson or Muex xx any of its Subsidiaries is subjectproperties or assets, excluding from except in the foregoing clauses case of (ii) and or (iii) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that defaults which would not, in the aggregate, reasonably be expected to not have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyMuex. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except as Assuming the truth and accuracy of the representations and warranties of Parent and Amalgamation Sub set forth in Schedule 4.1.3(a) Section 5.5, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")execution, neither the execution and delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which such Group Company is a party or the consummation by the Company and the Founders of the transactions contemplated hereby (including the disposition by the Founders of their interests in the Group Companies and the receipt by the Founders of the Founder Amalgamation Stock Consideration), except for (i) the Company Shareholder Approval, (ii) the filing of the Amalgamation Application with the Registrar, (iii) compliance with and filings under the HSR Act and other Antitrust Laws, (iv) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 4.5 (the “Company Insurance Approvals”), and (v) those that may be required solely by reason of Parent’s or Amalgamation Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the performance consummation by Reckson the Company of its obligations hereunder the transactions contemplated hereby or thereby, subject to the receipt of the Company Shareholder Approval, will (ia) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or any Group Company’s Governing Documents, (iib) except as set forth in Schedule 4.5, result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, modification or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligationacceleration) under any of the terms, conditions or provisions ofof any Company Material Contract, Material Company Real Property Lease or Company Material Permit, (c) violate in any notematerial respect any Law, mortgagewrit, letter injunction or decree of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which Governmental Entity having jurisdiction over any of them Group Company or any of their respective properties or assets may be bound or (iiid) assuming that except as contemplated by this Agreement or with respect to Permitted Liens, result in the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation creation of any Governmental Entity to which Reckson or Lien upon any material assets of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Group Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither the The execution and delivery of this Agreement nor by the performance Company does not, and the consummation by Reckson the Company of its obligations hereunder the Transactions and the compliance by the Company with the applicable provisions of this Agreement will not: (ia) assuming the approval of the Company Stockholders described in Section 4.23 is obtained, violate or conflict with or result in any breach of any provision of the articles Amended and Restated Certificate of incorporation or by-laws of Reckson or (ii) result in a violation or breach ofIncorporation, as amended, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any the Bylaws of the terms, conditions Company or provisions of, any note, mortgage, letter the comparable governing documents of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.Subsidiaries; (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, require any Governmental Entity is Approval, except for (i) the filing by the Company of a pre-merger notification and report form under the HSR Act and the expiration or termination of any waiting periods under the HSR Act, (ii) the filing with the SEC of (A) the Proxy Statement, and (B) such reports, schedules or materials under the Exchange Act as may be required in connection with the execution and delivery of this Agreement by Reckson or and the performance by Reckson Transactions, (iii) the Governmental Approvals set forth in Section 4.4(b) of its obligations hereunderthe Company Disclosure Letter, except (iiv) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles Secretary of Merger in accordance with the MGCL and filings to maintain the good standing State of the Surviving Entity; (ii) compliance State of Delaware and all other filings with any appropriate Governmental Entities under the DGCL and other applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger Law, and (v) such other consentsGovernment Approvals which, approvalsif not obtained, orders, authorizations, notifications, registrations, declarations and filings would not reasonably be expected to (A) prevent or materially delay the failure ability of which the Company to be obtained perform in all material respects its obligations under this Agreement, or made would not(B) result, individually or in the aggregate, reasonably be expected to have in a Company Material Adverse Effect and would not have Effect; (c) result in any breach of or constitute a material adverse effect on the ability default (or an event that with notice or lapse of Reckson time or both would become a default) under, or give to perform its obligations hereunder others any right of termination, amendment, acceleration or (B) that become applicable as cancellation of, or give rise to a result loss of the business or activities in any benefit to which the Company or any of its affiliates Subsidiaries is entitled under any provision of any Company Material Contract, except for any such conflict, violation, breach, default, loss, right or proposes other occurrence that would not reasonably be expected to be engaged (i) prevent or materially delay the ability of the Company to perform in all material respects its obligations under this Agreement, or (ii) result, individually or in the aggregate, in a Company Material Adverse Effect; or (d) assuming that all Governmental Approvals set forth in Section 4.4(b) of the Company Disclosure Letter have been obtained and all filings described in Section 4.4(b) have been made, violate or conflict with any Law applicable to the Company or any acts of its Subsidiaries or omissions byby which any of their properties or assets may be bound, except such violations or conflicts that would not reasonably be expected to (i) prevent or materially delay the ability of the Company to perform in all material respects its obligations under this Agreement, or facts pertaining to(ii) result, individually or in the Companyaggregate, in a Company Material Adverse Effect.

Consents and Approvals; No Violations. (a) Except for (i) the filing of applications and notices, as set forth applicable, with federal and state regulatory authorities governing consumer finance, commercial finance, mortgage lending and insurance in Schedule 4.1.3(athe states in which the Company and its domestic Subsidiaries operate their respective businesses and the approval of such applications or the grant of required Licenses by such authorities, (ii) the filing of applications and notices, as applicable, with the foreign governmental authorities regulating consumer finance, commercial finance, mortgage lending and insurance in the foreign jurisdictions in which the Subsidiaries operate their businesses, and the approval of such applications or the grant of required Licenses by such authorities, (iii) the filing of notification and report forms with the United States Federal Trade Commission and the United States Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the expiration or termination of any applicable waiting period thereunder, (iv) the filing of apxxxxxxxxxx xxx xotices, as applicable, with foreign governmental authorities under the Foreign Competition Laws, and the approval of such applications by such authorities, if required (including, without limitation, (x) in the instance of Australia, receipt of approval from the Treasurer under the Foreign Acquisitions and Takeovers Act, (y) in the instance of Canada, receipt of either an Advanced Ruling Certificate or no- action letter from the Bureau of Competition, in such form and to such effect as would be determined to be reasonably satisfactory, and (z) in the instance of the United Kingdom, receipt of a response from either the Office of Fair Trading or the Monopolies and Mergers Commission under the Merger Control Law, in such form and to such effect as would be determined to be reasonably satisfactory), (v) the Consents of third parties under the Contracts listed in Section 3.4(a)(v) of the disclosure schedule Disclosure Schedule, and (vi) the assumption by Buyer of the Reckson attached to Company's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule, no notices to, Consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality (each, a "Governmental Entity") or with any self-regulatory authority or with any third party are necessary in connection with the execution and delivery by Parent and the Company of this Agreement (and the consummation by Parent and the Company of the transactions contemplated hereby, except for such notices, Consents, approvals, filings or registrations, the failure of which to be made or obtained would not reasonably be expected to have a Material Adverse Effect. The notices, Consents, or approvals, filings or registrations, and expirations or terminations of waiting periods referred in clauses 3.4(a)(i) through 3.4(a)(iv), without giving effect for purposes of this definition to any qualifier as to materiality or Material Adverse Effect are hereinafter referred to as the "Reckson Disclosure ScheduleRequisite Regulatory Approvals"). As of the date hereof, neither Parent nor the Company knows of any reason why the Requisite Regulatory Approvals should not be obtained. (b) Neither the execution and delivery of this Agreement by Parent or the Company nor the performance consummation by Reckson Parent and the Company of its obligations hereunder the transactions contemplated hereby, does nor will (i) conflict with or result in any breach of any provision provisions of the articles certificate of incorporation or by-laws of Reckson the Parent or Company or the certificate of incorporation or by-laws or other equivalent organizational documents of any of the Subsidiaries; (ii) subject to obtaining the Consents listed in Section 3.4(a)(v) of the Disclosure Schedule and the Buyer assuming the Company's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule, and except as set forth in Section 3.4(b) of the Disclosure Schedule, conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default Default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, bond, mortgage, letter of creditindenture, other evidence of indebtednessLicense, guaranteeContract, license, lease or agreement or similar other instrument or obligation to which Reckson the Parent or Company or any of its the Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or bound; (iii) assuming that conflict with, result in a violation or breach of, or constitute a Default (or give rise to any right of termination, cancellation or acceleration) under, any of the filingsterms, registrationsconditions or provisions of any License or Permit; or (iv) subject to giving the notices, notifications, authorizations, consents and making the filings or registrations or obtaining the Consents or approvals referred to in subsection clauses (bi) below have been obtained or madethrough (vi) in paragraph (a) above, as the case may beconflict with, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of any Governmental Entity to which Reckson the Subsidiaries or any of its Subsidiaries is subjecttheir respective properties or assets, excluding from except, in the foregoing case of clauses (ii) and ), (iii) such requirementsor (iv) of this paragraph (b) for violations, defaults, breaches, rights breaches or violations (A) that Defaults which would not, in the aggregate, not reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither the The execution and delivery of this Agreement nor and the performance Registration Rights Agreement by Reckson ILDE and the consummation by ILDE of its obligations hereunder the Transaction, do not and will not (i) violate or conflict with the Organizational Documents of ILDE or result in any breach of its Subsidiaries, (ii) violate or conflict with any Law applicable to ILDE or any of its Subsidiaries or by which any of their respective properties or assets may be bound, (iii) other than a private placement report to be filed by ILDE and an approval by the TASE of the registration of the ILDE Ordinary Shares to be issued to the Company pursuant to this Agreement (the “TASE Approval”) require any filing with, or consent or approval of, or the giving of any provision of the articles of incorporation or by-laws of Reckson notice to, any Governmental Entity, or (iiiv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration of, or obligation to repurchase, repay, redeem result in the creation of any Lien upon any of the properties or acquire assets of ILDE or any similar of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or obligation) under increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Reckson ILDE or any of its Subsidiaries is a party party, or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson ILDE or any of its Subsidiaries is subjectmay be bound, excluding from in the foregoing case of clauses (iiiii) and (iiiiv) such requirementsabove, conflicts, violations, breaches, defaults, breachesrights of termination, rights or violations (A) that cancellations, accelerations, increases, losses, creations and impositions of Liens which would not, individually or in the aggregate, reasonably be expected to have a an ILDE Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except for filings, permits, authorizations, consents and approvals as set forth in Schedule 4.1.3(a) may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the rules of the disclosure schedule NASD, and the filing and recordation of the Reckson attached to this Agreement (Articles of Merger as required by the "Reckson Disclosure Schedule")TBCA, neither no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by IPIX of this Agreement or the consummation by IPIX of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on IPIX. (b) Neither the execution, delivery and performance of this Agreement or the Stock Option Agreements by IPIX nor the performance consummation by Reckson IPIX of its obligations hereunder the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of any provision of the articles respective Charter or Bylaws (or similar governing documents) of incorporation IPIX or by-laws any of Reckson or IPIX's subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or obligation to repurchaseLien) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Reckson IPIX or any of its Subsidiaries IPIX's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity applicable to which Reckson IPIX or any of its Subsidiaries is subjectIPIX's subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clauses case of (ii) and or (iii) such requirementsfor violations, defaults, breaches, rights breaches or violations (A) that defaults listed on Schedule 3.6 to the IPIX Disclosure Schedule or which would not, in the aggregate, reasonably be expected to not have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyIPIX. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except No filing with or notice to, and no Permit, declaration, Order or Consent of any Governmental Entity is required to be made or obtained by or on the part of either Seller Party for the execution, delivery and performance by the Seller Parties of any of the Transaction Documents (as set forth applicable) or the consummation by the Seller Parties of the transactions contemplated by the Transaction Documents, except: (i) the filings, notices, Permits, declarations, Orders, Consents, or actions listed in Schedule 4.1.3(aSection 3.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule", (ii) compliance with the pertinent standards, terms and conditions of any applicable Education Requirements, including any requirement to make or obtain an Educational Consent required to be obtained or made prior to the Closing (“Pre-Closing Educational Consent”) or to make or obtain an Educational Consent required to be made or obtained following the Closing (“Post-Closing Educational Consent”), or (iii) such filings as may be required under the HSR Act. (b) Assuming compliance with the items described in clauses (i) and (ii) of Section 3.3(a), neither the execution and execution, delivery or performance of this Agreement the Transaction Documents by each Seller Party nor the performance consummation by Reckson the Seller Parties of its obligations hereunder will the transactions contemplated by the Transaction Documents will: (i) conflict with or result in any breach or violation of any provision of the articles Organizational Documents of incorporation or by-laws of Reckson or either Seller Party, (ii) give rise to the creation of any Encumbrance, except for Permitted Encumbrances, on the Institutional Assets, (iii) to Seller’s Knowledge, violate or give rise to a loss of benefit under any Law applicable to the operation of the University, or (iv) except as set forth in Section 3.3(b) of the Disclosure Schedule, require the Consent or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or constitute (an event that, with or without due notice or lapse of time or both) , would constitute a default (under, or give rise result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Material Contract to which Reckson or any of its Subsidiaries Seller is a party or by which Seller or the University is bound or to which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is Institutional Assets are subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither the The execution and delivery of this Agreement by each XXXXXXX XX Party does not, and the performance of this Agreement by each XXXXXXX XX Party will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for the filing with the SEC of (1) the Proxy Statement, (2) the Form S-4, and (3) such reports under, and other compliance with, the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) for the declaration of effectiveness of the Form S-4 from the SEC, (iii) for the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT pursuant to the MGCL, (iv) for the filing of the TX Certificate of Merger with, and acceptance by, the TX SOS, (v) for the filing of the DE Certificate of Merger with, and acceptance by, the DE SOS, (vi) for such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (vii) for the filing of any documents required to consummate the XXXXXXX XIX Merger with the SDAT and any other requisite state authorities (as set forth in the XXXXXXX XIX Merger Agreement), and (ix) where the failure to make such filing with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on XXXXXXX XX. (b) Neither the execution, delivery or performance of this Agreement by each XXXXXXX XX Party, nor the performance consummation by Reckson each XXXXXXX XX Party of its obligations hereunder the transactions contemplated hereby, nor compliance by each XXXXXXX XX Party with any of the provisions hereof, will (i) assuming receipt of the Requisite XXXXXXX XX Stockholder Approvals, conflict with or result in any breach of any provision provisions of the articles XXXXXXX XX’s Constituent Documents or any equivalent organizational or governing documents of incorporation or by-laws any of Reckson XXXXXXX XX’s Subsidiaries or (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, vesting, payment, exercise, acceleration, suspension or acceleration or obligation to repurchaserevocation) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, Contract or other evidence of indebtedness, guarantee, license, lease or material agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries XXXXXXX XX Party is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companyparty. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither the The execution and delivery of this Agreement by each HI-REIT Party does not, and the performance of this Agreement by each HI-REIT Party will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for the filing with the SEC of (1) the Proxy Statement, (2) the Form S-4, and (3) such reports under, and other compliance with, the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) for the declaration of effectiveness of the Form S-4 from the SEC, (iii) for the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT pursuant to the MGCL, (iv) for the filing of the TX Certificate of Merger with, and acceptance by, the TX SOS, (v) for the filing of the DE Certificate of Merger with, and acceptance by, the DE SOS, (vi) for such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (vii) for the filing of any documents required to consummate the XXXXXXX XIX Merger with the SDAT and any other requisite state authorities (as set forth in the XXXXXXX XIX Merger Agreement), and (viii) where the failure to make such filing with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HI-REIT. (b) Neither the execution, delivery or performance of this Agreement by each HI-REIT Party, nor the performance consummation by Reckson each HI-REIT Party of its obligations hereunder the transactions contemplated hereby, nor compliance by each HI-REIT Party with any of the provisions hereof, will (i) assuming receipt of the Requisite HI-REIT Stockholder Approvals, conflict with or result in any breach of any provision provisions of the articles Constituent Documents of incorporation any HI-REIT Party or byany equivalent organizational or governing documents of any of the Subsidiaries of any HI-laws of Reckson REIT Party or (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, vesting, payment, exercise, acceleration, suspension or acceleration or obligation to repurchaserevocation) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, Contract or other evidence of indebtedness, guarantee, license, lease or material agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries HI-REIT Party is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companyparty. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")No filing with or notice to, neither and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by each Founder Party of this Agreement nor and the other Transaction Documents to which such Founder Party is a party or the consummation by such Founder Party of the transactions contemplated hereby and thereby, except as would not have, or be reasonably expected to have, individually or in the aggregate, a material adverse effect on such Founder Party’s ability to consummate the transactions contemplated hereby and perform its obligations under the Transaction Documents. (b) The execution, delivery and performance by Reckson each Founder Party of its obligations hereunder this Agreement and the other Transaction Documents to which it is a party do not, and the consummation by such Founder Party of the transactions contemplated hereby and thereby will not constitute or result in (i) conflict with or result in any breach of any provision of the articles any Charter Document of incorporation or by-laws of Reckson or such Founder Party, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration of any obligation or obligation to repurchasethe creation of any Lien) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument Contract or obligation to which Reckson or any of its Subsidiaries such Founder Party is a party or by which any of them it or any of their its properties or assets may be bound bound, or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule Law or regulation of any Governmental Entity Order applicable to which Reckson such Founder Party or any of its Subsidiaries is subjectproperties or assets, excluding from except, in the foregoing case of clauses (ii) and (iii) ), for such requirementsviolation, defaults, breaches, rights breach or violations (A) default that would notnot have, or be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on such Founder Party’s ability to consummate the ability of Reckson to transactions contemplated hereby and perform its obligations hereunder or (B) that become applicable as a result of under the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyTransaction Documents. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except as set forth No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity or any regional transmission organization or independent system operator is required on the part of IPH for the execution, delivery and performance by IPH of this Agreement or the consummation by IPH of the transactions contemplated by this Agreement, except (i) obtaining the Pre-Closing FERC Approval, (ii) the filings, notices, permits, authorizations, consents or approvals listed in Schedule 4.1.3(aSection 4.3(a) of the disclosure schedule IPH Disclosure Schedule, which are not conditions to Closing; (iii) obtaining the FCC Approval; (iv) any requisite clearance under any investigation by any Governmental Entity under any antitrust, competition or regulatory statute; (v) filing an appropriate, timely notice with the Surface Transportation Board seeking an exemption from the Surface Transportation Board’s regulatory approval requirements regarding the acquisition by IPH of the Reckson attached Coffeen and Western Railroad Company and the Joppa & Eastern Railroad; and (vi) such filings, notices, permits, authorizations, orders, registrations, consents or approvals the failure of which to have been obtained or made would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of IPH to consummate the transactions contemplated by this Agreement Agreement. (b) Assuming compliance with the "Reckson Disclosure Schedule"items described in clauses (i) through (v) in Section 4.3(a), neither the execution execution, delivery and delivery performance by IPH of this Agreement or the Transitional Services Agreement nor the performance consummation by Reckson IPH of its obligations hereunder the transactions contemplated by this Agreement and the Transitional Services Agreement will (i) conflict with or result in any breach breach, violation or infringement of any provision of the respective articles of incorporation or by-laws (or similar governing documents) of Reckson IPH or any of its Subsidiaries; (ii) require a consent under, result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien or any right of termination, cancellation amendment, cancellation, modification or acceleration acceleration, or obligation to repurchaseresult in the loss of benefit or increase in any fee, repayliability or other obligations) under, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Reckson IPH or any of its Subsidiaries is a party or by which any of them or any of their its properties or assets may be bound bound; or (iii) assuming that the filingsconflict with, registrationsresult in a violation or breach of, notificationsor infringe upon, authorizations, consents and approvals referred any Law applicable to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson IPH or any of its Subsidiaries is subjector any of their respective properties or assets, excluding from except in the foregoing case of clauses (ii) and (iii) such requirementsabove for conflict, defaultsbreach, breachesviolation, rights infringement, default, right of termination, modification or violations (A) acceleration, loss of benefit, increase in fee, liability or other obligation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on prevent, materially delay or materially impair the ability of Reckson IPH to perform its obligations hereunder or (B) that become applicable as a result of consummate the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companytransactions contemplated by this Agreement. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(afor (i) compliance with the applicable requirements of the disclosure schedule Securities Act, Exchange Act and any other applicable securities Laws, including, without limitation, the filing with the SEC of the Reckson attached to this Agreement (Joint Proxy Statement/Prospectus and the "Reckson Disclosure Schedule"filing and declaration of effectiveness of the Form F-4 in which the Joint Proxy Statement/Prospectus will be included), neither (ii) compliance with the rules and regulations of The NASDAQ Global Select Market, (iii) the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands pursuant to the Cayman Companies Law and related documentation, (iv) filings, notices or approvals required under Applicable Antitrust Laws and (v) such other consents, approvals, orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a HiSoft Material Adverse Effect, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by each of HiSoft or Merger Sub of this Agreement nor and the other Transaction Agreements to which it is a party or the consummation by each of HiSoft or Merger Sub, as applicable, of the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by Reckson each of its obligations hereunder HiSoft and Merger Sub of this Agreement and the other Transaction Agreements to which it is a party do not, and the consummation by HiSoft and Merger Sub of the transactions contemplated hereby and thereby will not constitute or result in, (i) conflict with or result in assuming the Required HiSoft Vote is duly obtained and passed, any breach of any provision of the respective memorandum and articles of incorporation association (or by-laws equivalent governing documents) of Reckson Merger Sub, HiSoft or any of its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration of any obligation or obligation to repurchasethe creation of any Lien) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument Contract or obligation to which Reckson Merger Sub, HiSoft or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound (collectively, the “HiSoft Agreements”), or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.)

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) None of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")execution, neither the execution and delivery or performance of this Agreement nor by Parent or Merger Sub, the performance consummation by Reckson Parent or Merger Sub of its obligations hereunder the transactions contemplated hereby or compliance by Parent or Merger Sub with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the articles organizational documents of incorporation Parent or by-laws the Articles of Reckson Incorporation or Bylaws of Merger Sub, (iib) violate, conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) provisions under any of the terms, conditions or provisions of any material Contract to which Parent is a party (c) require any material filing by Parent or Merger Sub with, or permit, authorization, consent or approval of, any noteGovernmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, mortgage(ii) any filings as may be required under the PBCL in connection with the Merger, letter (iii) the filing with the SEC and the New York Stock Exchange of credit(A) the Proxy Statement and (B) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, other evidence (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws or (v) any filings in connection with the applicable requirements of indebtednessthe HSR Act or under the antitrust or competition Laws of applicable European Union jurisdictions), guaranteeor (d) conflict with or violate any Law applicable to Parent, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them Subsidiaries, or any of their assets may be bound properties or (iii) assuming that assets, except in the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection case of clause (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iiic) such requirementsviolations, defaults, breaches, rights breaches or violations (A) that defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson either Parent or Merger Sub to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of under this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with consummate the Merger and the other transactions contemplated hereby (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a “Parent Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions byEffect”), or facts pertaining to, prevent or materially delay the Companyconsummation of any the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) Except Other than as set forth in on Schedule 4.1.3(a3.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"and Schedule 3.3(b), neither the execution and delivery of this Agreement nor by each Seller and the performance consummation by Reckson of its obligations hereunder will (i) conflict with or result in any breach of any provision each Seller of the articles of incorporation or by-laws of Reckson or (ii) transactions contemplated hereby will not result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default under, or result in the creation of any Lien (other than a Permitted Lien) on any of the Purchased Assets under: (1) any provision of the certificate of incorporation or give rise by-laws of either Seller; (2) subject to obtaining and making any of the approvals, consents, notices and filings referred to in paragraph (b) below, any Law or Order applicable to either Seller or by which any of the Purchased Assets may be bound; or (3) any of the terms, conditions or provisions of any Material Contract constituting the Purchased Assets, except in the case of clauses (2) and (3) above, for such violations, filings, permits, consents, approvals, notices, breaches or conflicts which would not have a Material Adverse Effect on the Business. (b) Except for such filings and approvals (i) as may be required pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), and (ii) as set forth on Schedule 3.3(b), no consent, approval or action of, filing with or notice to any right of termination, cancellation Governmental or acceleration Regulatory Authority is necessary or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) required under any of the terms, conditions or provisions ofof any Law or Order applicable to either Seller or by which any of the Purchased Assets may be bound, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Material Contract to which Reckson or any of its Subsidiaries either Seller is a party or by which any of them or any of their assets the Purchased Assets may be bound or (iii) assuming that the filingsbound, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with for the execution and delivery of this Agreement by Reckson or each Seller, the performance by Reckson each Seller of its obligations hereunder, except (i) hereunder or the filing consummation of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such transactions contemplated hereby other consentsthan those which, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained obtain or made make, would not, in the aggregate, reasonably be expected to not have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyBusiness.

Consents and Approvals; No Violations. (a) Except Other than as set forth in on Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"4.2(a), neither the execution and delivery of this Agreement nor by Purchaser and the performance consummation by Reckson of its obligations hereunder will (i) conflict with or result in any breach of any provision Purchaser of the articles of incorporation or by-laws of Reckson or (ii) transactions contemplated hereby will not result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser under: (1) any provision of the certificate of incorporation or give rise by-laws of Purchaser; (2) subject to obtaining and making any of the approvals, consents, notices and filings referred to in paragraph (b) below, any Law or Order applicable to Purchaser or by which any of its properties or assets may be bound; or (3) any of the terms, conditions or provisions of any material Contract of Purchaser, except in the case of clauses (2) and (3) above, for such violations, filings, permits, consents, approvals, notices, breaches or conflicts which would not have a Material Adverse Effect on Purchaser. (b) Except for such filings and approvals as may be required pursuant to the HSR Act, no consent, approval or action of, filing with or notice to any right of termination, cancellation Governmental or acceleration Regulatory Authority or obligation to repurchase, repay, redeem private third party is necessary or acquire or any similar right or obligation) required under any of the terms, conditions or provisions ofof any Law or Order, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Reckson or any of its Subsidiaries Purchaser is a party or by which any of them its properties or any of their assets may be bound or (iii) assuming that the filingsis bound, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with for the execution and delivery of this Agreement by Reckson or Purchaser, the performance by Reckson Purchaser of its obligations hereunder, except (i) hereunder or the filing consummation of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such transactions contemplated hereby other consentsthan those which, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained obtain or made make, would not, in the aggregate, reasonably be expected to not have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyPurchaser.

Consents and Approvals; No Violations. No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Atlas or any Atlas Subsidiary for the execution, delivery and performance by Atlas of this Agreement or the consummation by Atlas or any Atlas Subsidiary of the transactions contemplated by this Agreement, except (a) Except such reports under and such other compliance with the Exchange Act and the Securities Act as set forth may be required in Schedule 4.1.3(aconnection with this Agreement and the transactions contemplated hereby, including the mailing to the stockholders of Atlas of an information statement with respect to the AHD Distribution, (b) such filings with and approvals as may be necessary to comply with the rules and regulations of NASDAQ and (c) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (c) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")preceding sentence, neither the execution execution, delivery and delivery performance of this Agreement by Atlas nor the performance consummation by Reckson Atlas or any Atlas Subsidiary of its obligations hereunder the transactions contemplated by this Agreement will (i) conflict with or result in any breach breach, violation or infringement of any provision of the articles respective Constituent Documents of incorporation Atlas or by-laws of Reckson or any Atlas Subsidiary, (ii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens), or any right of termination, amendment, modification, cancellation or acceleration acceleration) or obligation to repurchaserequire the consent of or other action by any Person under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract (including any Transferred Business Contract) to which Reckson Atlas or any of its Subsidiaries Atlas Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound are bound, or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred violate or infringe any Law or Order applicable to in subsection (b) below have been obtained Atlas or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson Atlas Subsidiary or any of its Subsidiaries is subjecttheir respective properties or assets, excluding from except in the foregoing clauses case of (ii) and or (iii) such requirementsfor breaches, violations, infringements, defaults, breaches, Liens or other rights or violations (A) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither the The execution and delivery of this Agreement nor by Parent and Purchaser do not, and the performance by Reckson consummation of its obligations hereunder the transactions contemplated hereby and compliance with the provisions hereof will not, (i) conflict with or result in violate any breach of any provision of the articles provisions of the certificate of incorporation or by-laws bylaws of Reckson Parent, Purchaser, or any of their respective Subsidiaries, in each case as amended to date; (ii) subject to the governmental filings and other matters referred to in Section 4.3(b)(ii), conflict with, result in a violation breach of or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellation cancellation, modification or acceleration of any obligation or obligation to repurchasethe loss of a benefit under, repayor result (or, redeem with the giving of notice, the passage of time or acquire or otherwise, would result) in the creation of any similar right or obligation) under Lien upon any of the termsproperties or assets of Parent, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson Purchaser or any of its their respective Subsidiaries under, any Contract to which Parent, Purchaser, or any of their respective Subsidiaries is a party or by which any of them Parent, Purchaser, or any of their respective Subsidiaries or any of their respective assets may be is bound or affected; or (iii) assuming that subject to the filings, registrations, notifications, authorizations, consents governmental filings and approvals other matters referred to in subsection (b) below have been obtained Section 4.3(b)(ii), conflict with or madeviolate any Applicable Law currently in effect, as except, in the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and or (iii) above, for any such requirementsconflicts, breaches, defaults, breachesviolations, rights or violations (A) that would notLiens that, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyPurchaser Material Adverse Effect. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure ScheduleNo consent, no approval, order, or authorization of, or declaration, registration, or filing or registration with, notification or notice to, or authorization, consent or approval of, any Governmental Entity Authority that has not been received or made is required by or with respect to Parent or Purchaser or any of their respective Subsidiaries in connection with the execution and delivery of this Agreement by Reckson Parent or Purchaser or the performance consummation by Reckson Parent or Purchaser of its obligations hereunderany of the transactions contemplated hereby, except for (i) the filing of premerger notification and report forms under the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; HSR Act or under any other Applicable Antitrust Laws, (ii) compliance the filing with any applicable requirements the SEC of the Securities Act and such reports under the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that Act as may be required in connection with this Agreement and the Merger transactions contemplated hereby, (iii) the filing of the certificate of merger or the certificate of ownership and merger, as the case may be, with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (viv) such any other consents, approvals, orders, authorizations, notificationsfilings, registrations, declarations and filings (A) or notices the failure of which to be obtained make or made would notobtain that, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(aSection 5.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Parent Disclosure Schedule")Letter, neither the execution and delivery by Parent and Merger Subsidiary of this Agreement nor does not, and the performance consummation by Reckson Parent and Merger Subsidiary of its obligations hereunder the Merger and the other transactions contemplated hereby and compliance by Parent and Merger Subsidiary with any of the provisions hereof will (i) not, conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or (ii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default under (i) the certificate of incorporation or give rise to any right bylaws of termination, cancellation Parent or acceleration or obligation to repurchase, repay, redeem or acquire or any the similar right or obligation) under organizational documents of any of its Subsidiaries, (ii) assuming compliance with the terms, conditions or provisions ofmatters referred to in Section 5.3(b) below, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Reckson Parent or any of its Subsidiaries is a party or by which any of them or any of their respective properties or other assets may be bound is subject or (iii) assuming that compliance with the filings, registrations, notifications, authorizations, consents and approvals matters referred to in subsection (bSection 5.3(b) below have been obtained or madebelow, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity Law applicable to which Reckson Parent or any of its Subsidiaries is subjectSubsidiaries, excluding from other than, in the foregoing case of clauses (ii) and (iii) ), any such requirementsconflicts, defaultsviolations, breachesbreaches or defaults that, rights individually or violations (A) that would not, in the aggregate, would not be reasonably be expected likely to (A) have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder Parent or (B) that become applicable as a result prevent or materially delay the consummation of any of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companytransactions contemplated hereby. (b) Except as set forth in Schedule 4.1.3(b) The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the Reckson Disclosure Schedule, transactions contemplated hereby (including the Merger) require no action by or filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except Authority other than (i) the filing of articles of merger in connection with the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; WBCL, (ii) compliance with any applicable requirements of the Securities Act and the Exchange HSR Act; , (iii) compliance with any applicable requirements of state takeover laws; the Exchange Act, (iv) compliance with any Tax Returns that may be required in connection with applicable requirements of the Merger and Securities Act, (v) those set forth in Section 5.3(b) of the Parent Disclosure Letter and (vi) such other consentsfilings, approvalsconsents and/or approvals that, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained individually or made would not, in the aggregate, would not reasonably be expected likely to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyParent.

Consents and Approvals; No Violations. Except for (a) Except the Consents as set forth may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"); (b) the approval of the sale of the CSL Stock by the holders of the common stock of CLJ; (c) compliance with the requirements of each of the Marriott Agreements (including, without limitation, Section 18 of the several Operating Agreements and of Section 2 of the Noncompetition Agreement); (d) the Consents listed in Schedule 4.1.3(aSECTION 6.1(c) of the disclosure schedule Disclosure Schedule; and (e) Consents required for healthcare Permits (including Medicare and Medicaid provider agreements), none of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")execution, neither the execution and delivery or performance of this Agreement nor by CLJ or CSL, or the performance consummation by Reckson CLJ or CSL of its obligations hereunder any of the transactions contemplated hereby, will (i) conflict with or result in any breach of any provision of the articles Organizational Documents of incorporation CLJ or by-laws of Reckson or any Acquired Company, (ii) result in a violation or breach ofrequire any Consent of any Governmental Entity, or constitute (with iii) violate any Contract, Law, Order or without due notice or lapse of time or both) a default (or give rise Permit to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire which CLJ or any similar right or obligation) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries Acquired Company is a party or by which any of them that is binding on or affects any of their assets may be bound properties or (iii) assuming that the filingsassets, registrationsexcluding, notificationshowever, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) ), such requirementsConsents, the failure of which to obtain would not, and violations, breaches or defaults, breaches, rights or violations (A) that the occurrence of which would not, in either case individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect. SNH and would not reasonably be expected ACQ. SUB acknowledge that (A) the representation and warranty set forth in this SECTION 3.6, insofar as pertaining to have a material adverse effect on the ability conversion of Reckson certain Acquired Companies pursuant to perform its obligations hereunder or SECTION 5.6, is given only to the Knowledge of CLJ and (B) that become applicable as a result of the business or activities in which the Company or no representation is given with respect to any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is Consents required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyLeases.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither the The execution and delivery of this Agreement nor and the performance Asset Purchase Documents by Reckson the Company does not, and the consummation by the Company of its obligations hereunder the Transactions and the compliance by the Company with the applicable provisions of this Agreement and the Asset Purchase Documents will not: (ia) assuming the stockholder approval described in Section 4.23 is obtained, violate or conflict with or result in any breach of any provision of the articles Amended and Restated Certificate of incorporation Incorporation, as amended, or by-laws the Bylaws of Reckson the Company or the comparable governing documents of any of its Subsidiaries; (b) require any Governmental Approval, except for (i) the filing by the Company of a premerger notification and report form under the HSR Act and the expiration or termination of any waiting periods under the HSR Act; (ii) the filing with the SEC of (A) the Proxy Statement, and (B) such reports, schedules or materials under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (iii) the filing by the Company with the German Federal Cartel Office under the German Act Against Restraints of Competition (“GWB”) and clearance of the Transactions pursuant to Section 40 Section 1 Sentence 1 or pursuant to Section 40 Section 2 GWB was issued or is deemed to be issued due to the expiration of the relevant waiting periods; (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, all other filings and recordings required under the DGCL and appropriate documents with the relevant authorities of other states and countries in which the Company and its Subsidiaries are qualified to do business and (v) Government Approvals which, if not obtained, would not reasonably be expected to (x) result in a material loss or liability to the Company or its Subsidiaries or (iiy) interfere in a material manner with the business or operations of the Company and its Subsidiaries or the ownership of their properties or assets; (c) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or under, give rise to any penalty, right of amendment, modification, renegotiation, termination, cancellation cancellation, payment or acceleration of any right or obligation to repurchaseor loss of any benefit or right under, repay, redeem or acquire result in the creation of any Liens upon any of the properties or assets of the Company or any similar right or obligation) of its Subsidiaries under any of the terms, conditions or provisions ofof any loan or credit agreement, note, bond, mortgage or indenture, or under the terms, conditions or provisions of any Customer Agreement, Material Contract, SEC Contract, lease for Leased Real Property, license for Licensed Intellectual Property or material Company Permit except as would not be, individually or in the aggregate, material to the Company and its Subsidiaries in the aggregate; or (d) assuming that all Governmental Approvals set forth in Section 4.4(b) have been obtained and all filings and notifications described in Section 4.4(b) have been made, violate or conflict with, in any material respect, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Law applicable to which Reckson the Company or any of its the Subsidiaries is a party or by which any of them their properties or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companybound. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) 5.3 of the disclosure schedule of the Reckson attached Seller Disclosure Schedules lists all material Governmental Approvals and consents, authorizations or approvals of, or filings or registrations with, any other Person not a party to this Agreement (that are required to be made or obtained by Seller in connection with the "Reckson Disclosure Schedule")execution, neither the execution delivery and delivery performance by Seller of this Agreement nor or the Related Agreements to which it is to be a party or the consummation of the transactions contemplated hereby or thereby. (b) The execution, delivery and performance by Reckson Seller of its obligations hereunder this Agreement and the Related Agreements to which it is to be a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or result in violate any breach of any provision of the articles of incorporation or by-laws of Reckson or Law applicable to Seller; (ii) violate, result in a violation the breach, acceleration, termination, modification or breach cancellation of, require any consent under, result in the creation of any Lien upon any of the Transferred Assets under, or give any third party the right to accelerate, terminate, modify or cancel, any Assumed Contract or any other material Contract or other Liability to which Seller is a party or by which Seller or any of the Transferred Assets are bound or subject, (iii) constitute (with or without due an event which, after notice or lapse of time or both) a default (, would result in any such violation, breach, acceleration, termination, cancellation, require any such consent, result in any such Lien or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar such right or obligation(iv) under violate or conflict with any provision of the terms, conditions or provisions any of, any noteor cause the dissolution of Seller pursuant to, mortgagethe certificate of incorporation or bylaws of Seller or the Delaware General Corporation Law, letter of creditexcept, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may beof clauses (i), violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) above, for such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and exceptions as would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder have, individually or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Business Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. Assuming (a) Except the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the Consents from Governmental Authorities set forth in Schedule 4.1.3(aon Section 2.03(b) of the disclosure schedule of Seller Disclosure Letter have been obtained, and (c) the Reckson attached filings with and consents from Governmental Authorities required to this Agreement (Convey the "Reckson Disclosure Schedule")Real Property and other Assets to Acquiror, neither the execution and delivery of this Agreement nor and the performance Ancillary Agreements by Reckson Seller and, if applicable, its Subsidiaries, and the consummation by Seller and, if applicable, its Subsidiaries of its obligations hereunder the transactions contemplated hereby and thereby do not and will not: (i) violate or conflict with or result in any breach of any provision of the their respective certificates or articles of incorporation incorporation, bylaws or by-laws code of Reckson regulations (or the comparable governing documents); (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Seller or any of its Subsidiaries or by which any of their respective properties or assets that will be Conveyed to Acquiror or are owned by the Wimbledon Entities as of the Closing may be bound; (iii) require any Governmental Approval; or (iiiv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, require any Consent or notice, create a penalty or increase in the payment or performance obligations under or give rise to any right of termination, cancellation cancellation, suspension, revocation or acceleration acceleration, or result in the creation of any Security Interest upon any of the properties or assets of Seller or its Subsidiaries that will be Conveyed to Acquiror or are owned by the Wimbledon Entities as of the Closing, or give rise to any obligation, right of termination, cancellation, suspension, revocation, acceleration, penalty or increase of any obligation to repurchaseor a loss of a material benefit under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions ofof any Wimbledon Material Contract, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to excluding in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and through (iiiiv) such requirementsabove, conflicts, violations, breaches, defaults, breachesrights of payment and reimbursement, rights or violations (A) that would notterminations, in the aggregatemodifications, reasonably be expected to have a Material Adverse Effect accelerations and creations and impositions of Security Interests which would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder have, individually or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanySnacks Business MAE.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")The execution, neither the execution delivery and delivery performance of this Agreement nor by each of the performance Parent Entities and the consummation by Reckson the Parent Entities of its obligations hereunder the Merger, the other Transactions and the Financing do not and will not (i) conflict with or result in any breach of any provision of violate the articles respective certificate of incorporation or by-laws bylaws (or similar organizational documents) of Reckson or any Parent Entity, (ii) result assuming that all consents, approvals and authorizations contemplated by clauses (i) – (v) of subsection (b) of this Section have been obtained, and all filings described in a violation or breach ofsuch clauses have been made, or constitute (conflict with or without due notice violate any Law or lapse of time or both) a default (or give rise Order applicable to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party Parent Entities or by which any of them or any of their assets may be bound respective properties are bound, or (iii) assuming that result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) or result in the filingsloss of a benefit under, registrationsor give rise to any right of termination, notificationscancellation, authorizationsamendment or acceleration of, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity Contracts to which Reckson any Parent Entity is a party or by which such Parent Entity or any of its Subsidiaries is subjectrespective properties are bound, excluding from except, in the foregoing case of clauses (ii) and (iii) ), for any such requirementsconflict, defaultsviolation, breachesbreach, rights default, acceleration, loss, right or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and other occurrence which would not reasonably be expected to have a material adverse effect on prevent or materially impair the ability of Reckson the Parent Entities to perform its obligations hereunder consummate the Transactions or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyFinancing. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure ScheduleThe execution, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution delivery and delivery performance of this Agreement by Reckson each of the Parent Entities and the consummation by the Parent Entities of the Merger, the other Transactions and the Financing do not and will not require any consent, approval, authorization or the performance by Reckson of its obligations hereunderpermit of, action by, filing with or notification to, any Governmental Entity, except for (i) the applicable requirements, if any, of the Exchange Act and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws, (ii) the applicable requirements of NASDAQ, (iii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger in accordance with as required by the DLLCA DGCL, and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consentsconsent, approvalsapproval, ordersauthorization, authorizationspermit, notificationsaction, registrations, declarations and filings (A) filing or notification the failure of which to be obtained make or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and obtain would not have a material adverse effect on impair the ability of Reckson the Parent Entities to perform its obligations hereunder consummate the Transactions or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyFinancing.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) No material Consent from any Governmental Entity, including any Gaming Authority, is required to be made or obtained by any of the disclosure schedule Caesars Parties in connection with the execution, delivery and performance by the Caesars Parties of their respective obligations under this Agreement and the other Ancillary Agreements to which such Caesars Party is or will be a party, or the consummation by the Caesars Parties of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither transactions contemplated hereby and thereby. Neither the execution and delivery of this Agreement and the Ancillary Agreements by the Caesars Parties nor the performance by Reckson the Caesars Parties of its their obligations hereunder nor the consummation of the transactions contemplated hereby or thereby will (ia) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or (ii) violate, result in a violation breach of, or constitute a default under their respective Governing Documents or the Governing Documents of their respective Subsidiaries, (b) violate, result in a breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease material Contract or agreement (c) violate or similar instrument infringe any Law (including Gaming Laws) or obligation Order applicable to which Reckson any Caesars Party or any of its Subsidiaries is a party or by which any the Transferred Assets, except in the case of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection clause (b) below have been obtained or madefor violations, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirementsbreaches, defaults, breaches, Liens or other rights that have not had or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the Transferred Assets taken as a whole, or on the ability of Reckson any Caesars Party to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of under this Agreement by Reckson and each Ancillary Agreement to which it is a party or to consummate the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained transactions contemplated hereby or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companythereby.

Consents and Approvals; No Violations. No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of AHD or AHD GP for the execution, delivery and performance by AHD or AHD GP of this Agreement or the consummation by AHD or AHD GP of the transactions contemplated by this Agreement, except (a) Except State or federal licenses or permits relating to the Transferred Business, (b) such reports under and such other compliance with the Exchange Act and the Securities Act as set forth may be required in Schedule 4.1.3(aconnection with this Agreement and the transactions contemplated hereby, including the filing with the SEC of the Written Consent Information Statement, (c) such filings with and approvals as may be necessary to comply with the rules and regulations of the New York Stock Exchange and (d) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of AHD or AHD GP to timely consummate the transactions contemplated by this Agreement. Assuming compliance with the items described in clauses (a) through (d) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")preceding sentence, neither the execution execution, delivery and delivery performance of this Agreement by AHD and AHD GP nor the performance consummation by Reckson AHD and AHD GP of its obligations hereunder the transactions contemplated by this Agreement will (i) conflict with or result in any breach breach, violation or infringement of any provision of the articles respective Constituent Documents of incorporation AHD or by-laws of Reckson or AHD GP, (ii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien (except for any Liens that could not reasonably be expected to, individually or in the aggregate, materially interfere with the present or intended use by the Atlas Post-Closing Business, or materially detract from the value of the property encumbered thereby)), or any right of termination, amendment, cancellation or acceleration or obligation to repurchaseunder, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Reckson AHD or any of its Subsidiaries AHD GP is a party or by which any of them or any of their respective properties or assets may be are bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred violate or infringe any Law or Order applicable to in subsection (b) below have been obtained AHD or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson AHD GP or any of its Subsidiaries is subjecttheir respective properties or assets, excluding from except in the foregoing cases of clauses (ii) and (iii) ), for such requirements, defaults, breaches, rights violations, infringements or violations (A) Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on AHD or AHD GP’s ability to timely consummate the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companytransactions contemplated by this Agreement. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except as set forth disclosed in Schedule 4.1.3(a) Section 4.4 of the disclosure schedule Disclosure Schedule and for filings and other Permits, as may be required under, and other applicable requirements of, the Exchange Act, the approval of this Agreement and the Merger by the Company's shareholders and the filing and recordation of the Reckson attached to this Agreement (Articles of Merger as required by the "Reckson Disclosure Schedule")URBCA, neither the execution and execution, delivery or performance of this Agreement by the Company nor the performance consummation by Reckson the Company of its obligations hereunder the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the articles of incorporation or by-laws bylaws or similar organizational documents of Reckson the Company or of any of its subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligationacceleration) under any of the terms, conditions or provisions ofunder, any noteCompany Agreement or (iii) violate any Law applicable to the Company, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them subsidiaries or any of their assets may be bound properties or assets, except in the case of (ii) or (iii) assuming that the filingsfor such violations, registrationsbreaches or defaults which do not have, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have have, a material adverse effect on Company Material Adverse Effect and which will not materially impair the ability of Reckson the Company to perform its obligations hereunder consummate, or prevent or materially delay the consummation of, the transactions contemplated hereby. (Ba) that become applicable as No consent, approval, waiver or authorization of, notice to, declaration by, or filing with ("Consent") a result of the business Governmental Authority is required by or activities in which with respect to the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required subsidiaries in connection with the execution and delivery of this Agreement by Reckson the Company or the performance consummation by Reckson the Company of its obligations hereunderthe transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form by the Certificate of Merger in accordance with Company under the DLLCA HSR Act, and the Articles of Merger in accordance with the MGCL and any applicable filings to maintain the good standing of the Surviving Entity; under other Antitrust Laws, (ii) compliance the filing with any applicable requirements the SEC of (A) the Securities Schedule 14D-9 and the information required by Rule 14f-1, (B) the Proxy Statement, and (C) such reports under the Exchange Act and the Exchange Securities Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that , as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) such filings as may be required under state securities or "blue sky" laws, (iv) the filing of the Articles of Merger with the Utah Department of Commerce, Division of Corporations and Commercial Code, and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) filings, the failure of which to be obtained made or made obtained, do not have, and would not, in the aggregate, not reasonably be expected to have have, a Company Material Adverse Effect Effect, and would which will not have a material adverse effect on materially impair the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions byconsummate, or facts pertaining toto prevent or materially delay the consummation of, the Companytransactions contemplated hereby.

Consents and Approvals; No Violations. (a) Except as Assuming the Governmental Approvals set forth in Schedule 4.1.3(a) on Section 2.03 of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Seller Disclosure Schedule")Letter have been obtained, neither the execution and delivery of this Agreement nor and the performance Ancillary Agreements by Reckson Seller and, if applicable, its Subsidiaries, and the consummation by Seller and, if applicable, its Subsidiaries of its obligations hereunder the transactions contemplated hereby and thereby do not and will not (i) violate or conflict with or result in any breach of any provision of the their respective certificates or articles of incorporation incorporation, bylaws or by-laws code of Reckson regulations (or the comparable governing documents), (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Seller or any of its Subsidiaries or by which any of their respective properties or assets that will be Conveyed to Acquiror, (iii) require any Governmental Approval, or (iiiv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Security Interest upon any of the material properties or assets of Seller or its Subsidiaries that will be Conveyed to Acquiror, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation to repurchaseor a loss of a material benefit under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions ofof any Rochas Material Contract, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to excluding in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and through (iiiiv) such requirementsabove, conflicts, violations, breaches, defaults, breachesrights of terminations, rights cancellations, accelerations, creations and impositions of Security Interests, increases or violations (A) that losses which would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, material to the CompanyRochas Business. (b) Except Other than as set forth identified in Schedule 4.1.3(b) Section 2.03 of the Reckson Seller Disclosure ScheduleLetter, there are no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except Consents necessary for Seller to Convey to Acquiror (i) the filing of the Certificate of Merger in accordance with the DLLCA Assumed Assets and the Articles of Merger Assumed Liabilities in accordance order for Section 2.13(a) to be true and correct immediately after Closing with the MGCL respect to Acquiror and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Rochas Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyContracts.

Consents and Approvals; No Violations. (a) Except as set forth Assuming that the Company Shareholder Approval is obtained and all consents, approvals, authorizations and permits described in Schedule 4.1.3(aSection 4.3(b) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")have been obtained and all filings and notifications described in Section 4.3(b) have been made and any waiting periods thereunder have terminated or expired, neither the execution and execution, delivery or performance of this Agreement by each Acquiror Entity nor the performance consummation by Reckson the Acquiror Entities of its obligations hereunder the transactions contemplated hereby will (i) conflict with or result in any a breach of any provision of the articles certificate of incorporation or by-laws bylaws or the similar organizational documents of Reckson or either Acquiror Entity, (ii) result in a violation or breach ofof or loss of any benefit under, or constitute (with or without due notice or lapse of time or both) a change of control or default (under, require the consent or approval of or the giving of notice to a Third Party pursuant to, or give rise to others any right of termination, vesting, amendment, cancellation or acceleration or impose on either of the Acquiror Entities any obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under obligation under, or result in the creation of a Lien on any property or asset of any Acquiror Entity, pursuant to any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Reckson or any of its Subsidiaries Acquiror Entity is a party or by which any of them or any of their assets may be is bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained conflict with or made, as the case may be, violate any order, injunction, decree, statute, rule Applicable Law applicable to any Acquiror Entity or regulation by which any property or asset of any Governmental Acquiror Entity is bound or affected, except for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, (1) with respect to which Reckson or any of its Subsidiaries is subjectclause (ii), excluding from the foregoing would not reasonably be expected to have an Acquiror Entity Material Adverse Effect and (2) with respect to clauses (ii) and (iii), would not reasonably be expected to prevent or materially delay the performance of this Agreement by any Acquiror Entity or materially impair the ability of any Acquiror Entity to take any action necessary to consummate the Merger. (b) Neither the execution, delivery or performance of this Agreement by the Acquiror Entities nor the consummation by the Acquiror Entities of the transactions contemplated hereby will require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity, except (i) under the Exchange Act, the Securities Act, any applicable Blue Sky Law and the rules and regulations of the NYSE, (ii) under the HSR Act and any other applicable antitrust and competition laws, (iii) the filing and recordation of the Articles of Merger as required by the WBCL and (iv) for such requirementsother consents, defaultsapprovals, breachesauthorizations, rights permits, filings or violations (A) that would notnotifications, the failure of which to make or obtain, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (x) would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder an Acquiror Entity Material Adverse Effect or (By) that become applicable as a result of would not reasonably be expected to prevent or materially delay the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery performance of this Agreement by Reckson any Acquiror Entity or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on materially impair the ability of Reckson any Acquiror Entity to perform its obligations hereunder or (B) that become applicable as a result of take any action necessary to consummate the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyMerger.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(aSection 4.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Company Disclosure Schedule")Letter, neither the execution and delivery by the Company of this Agreement nor does not, and the performance consummation by Reckson the Company of its obligations hereunder the Merger and the other transactions contemplated hereby and compliance by the Company with any of the provisions hereof will (i) not, conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or (ii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default under, (i) the articles of incorporation or give rise to any right bylaws of termination, cancellation the Company or acceleration or obligation to repurchase, repay, redeem or acquire or any the similar right or obligation) under organizational documents of any of its Subsidiaries, (ii) assuming compliance with the terms, conditions or provisions ofmatters referred to in Section 4.3(b) below, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Reckson the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or other assets may be bound is subject or (iii) assuming that compliance with the filings, registrations, notifications, authorizations, consents and approvals matters referred to in subsection (bSection 4.3(b) below have been obtained or madebelow, as any Law applicable to the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson Company or any of its Subsidiaries is subjectSubsidiaries, excluding from other than, in the foregoing case of clauses (ii) and (iii) ), any such requirementsconflicts, defaultsviolations, breachesbreaches or defaults that, rights individually or violations (A) that would not, in the aggregate, would not be reasonably be expected likely to (A) have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder Company or (B) that become applicable as a result prevent or materially delay the consummation of any of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companytransactions contemplated hereby. (b) Except as set forth in Schedule 4.1.3(b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Reckson Disclosure Schedule, transactions contemplated hereby (including the Merger) require no action by or filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except Authority other than (i) the filing of articles of merger in connection with the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; WBCL, (ii) compliance with any applicable requirements of the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act and the Exchange Act; of 0000 (iiixxx "XXX Xxx"), (xxx) compliance with any applicable requirements of state takeover laws; the Securities Exchange Act of 1934 (the "Exchange Act"), (iv) compliance with any Tax Returns that may be required in connection with applicable requirements of the Merger and Securities Act of 1933 (the "Securities Act"), (v) those set forth in Section 4.3(b) of the Company Disclosure Letter and (vi) such other consentsfilings, approvalsconsents and/or approvals that, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained individually or made would not, in the aggregate, would not reasonably be expected likely to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) None of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")execution, neither the execution and delivery or performance of this Agreement nor by the performance Park Parties, the consummation by Reckson the Park Parties of its obligations hereunder the transactions contemplated hereby or compliance by the Park Parties with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of the articles Organizational Documents of incorporation or by-laws of Reckson or the applicable Park Party, (ii) assuming that all consents, approvals, authorizations and permits described in this Section 5.4 have been obtained, all filings and notifications described in Section 5.4(b) have been made, and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to each of the Park Parties and any other Park Subsidiaries or by which any property or asset of each of the Park Parties is bound, or, (iii) require any consent, approval or notice (except as contemplated by Section 5.4(b)) under, result in a violation or breach ofby, or any loss of any benefit or material increase in any cost or obligation of any of the Park Parties, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration acceleration) under, result in the triggering of any payment or obligation result in the creation of any Encumbrance on any property or asset of Park pursuant to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter “material contract” (as such term is defined in Item 601(b)(10) of credit, other evidence Regulation S-K of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation the Exchange Act) to which Reckson or any of its Subsidiaries is Park Parties are a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson it or any of its Subsidiaries is subjectrespective properties or assets may be bound, excluding from except as to the foregoing clauses (ii) and (iii) for any such requirementsfilings, defaultsnotices, permits, authorizations, consents, approvals, violations, breaches, rights defaults or violations (A) other occurrences that would not, individually or in the aggregate, reasonably be expected to have a Park Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect. (b) Except as set forth in Schedule 4.1.3(b) None of the Reckson Disclosure Scheduleexecution, no delivery or performance of this Agreement by the Park Parties, the consummation by the Park Parties of the transactions contemplated hereby or compliance by the Park Parties with any of the provisions hereof will require any filing or registration by any of the Park Parties with, notification notice to, or permit, authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunderAuthority, except (i) the filing with the SEC of the Certificate of Merger in accordance with Form S-4 and Proxy Statement and such reports under, and other compliance with, the DLLCA Exchange Act and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) any filings required by, state securities or state “blue sky” Laws, (iii) any filings required under the rules and regulations of the NYSE, (iv) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and the acceptance for filing of the Certificate of Merger by, the DSOS, (v) such other filings as may be required in connection with state and local Transfer Taxes, and (vi) where failure to obtain such consents, approvals, ordersauthorizations or permits, authorizations, or to make such filings or notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Park Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(afor (i) compliance with the applicable requirements of the disclosure schedule Securities Act, Exchange Act and any other applicable securities Laws, including, without limitation, the filing with the SEC of the Reckson attached to this Agreement (Joint Proxy Statement/Prospectus and the "Reckson Disclosure Schedule"filing and declaration of effectiveness of the Form F-4 in which the Joint Proxy Statement/Prospectus will be included), neither (ii) compliance with the rules and regulations of The New York Stock Exchange, (iii) the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands pursuant to the Cayman Companies Law and related documentation, (iv) filings, notices or approvals required under Applicable Antitrust Laws and (v) such other consents, approvals, orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a VanceInfo Material Adverse Effect, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by VanceInfo of this Agreement nor and the other Transaction Agreements to which it is a party or the consummation by VanceInfo of the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by Reckson VanceInfo of its obligations hereunder this Agreement and the other Transaction Agreements to which it is a party do not, and the consummation by VanceInfo of the transactions contemplated hereby and thereby will not constitute or result in, (i) conflict with or result in assuming the Required VanceInfo Vote is duly obtained and passed, any breach of any provision of the respective memorandum and articles of incorporation association (or by-laws equivalent governing documents) of Reckson VanceInfo or any of its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration of any obligation or obligation to repurchasethe creation of any Lien) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument (each, a “Contract”) or obligation to which Reckson VanceInfo or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound (collectively, the “VanceInfo Agreements”), or (iii) (assuming that the filings, registrations, notifications, authorizations, consents Required VanceInfo Vote is duly obtained and approvals passed and compliance with the matters referred to in subsection (bSection 3.4(a)) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule Law or regulation of any Governmental Entity Judgment applicable to which Reckson VanceInfo or any of its Subsidiaries is subjector any of their respective properties or assets, excluding from except in the foregoing clauses case of clause (ii) and clause (iii) ), for such requirementsviolations, conflicts, breaches, defaults, breachesterminations, rights of termination or violations (A) cancellation, acceleration or Liens that would not, individually or in the aggregate, reasonably to be expected to have result in a VanceInfo Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result Effect. Section 3.4 of the business or activities in which the Company or any VanceInfo Disclosure Schedule sets forth a list of its affiliates is or proposes all material third-party consents and approvals required to be engaged or any acts or omissions by, or facts pertaining to, obtained under the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required VanceInfo Agreements in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing consummation of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companytransactions contemplated by this Agreement.

Consents and Approvals; No Violations. No notice to, filing with, or authorization, consent or approval of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement or the Ancillary Agreements by Sellers or the consummation by Sellers of the transactions contemplated hereby and thereby, except for (a) Except as compliance with and filings under the HSR Act, (b) those set forth in Schedule 4.1.3(a) on Section 4.4 of the disclosure schedule Seller Disclosure Schedules and (c) those the failure of which to obtain or make, individually or in the Reckson attached aggregate, would not reasonably be expected to prevent or materially delay Sellers from performing Sellers’ obligations under this Agreement (or taking any action necessary to consummate the "Reckson Disclosure Schedule")transactions contemplated by this Agreement. Neither the execution, neither the execution delivery and delivery performance of this Agreement by Sellers nor the performance consummation by Reckson Sellers of its obligations hereunder the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or Sellers’ Governing Documents, (ii) result in a violation or breach of, cause acceleration, allow a party to modify or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, acceleration, or acceleration modification, or obligation to repurchaseright of first refusal, repay, redeem right of first offer or acquire similar right) or any similar right increased cost or obligation) loss of benefit to Sellers’ or increased benefit to another party thereto under any of the terms, conditions or provisions of, of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Reckson or any of its Subsidiaries is a party Sellers’ are parties or by which any of them its properties or any of their assets may be bound or bound, (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation Law of any Governmental Entity applicable to Sellers or the Shares or (iv) result in the creation of any Lien upon the Shares, which Reckson or in the case of any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and through (iiiiv) such requirementsabove, defaults, breaches, rights individually or violations (A) that would not, in the aggregate, would reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its prevent or materially delay Sellers from performing Sellers’ obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of under this Agreement or taking any action necessary to consummate the transactions contemplated by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companythis Agreement.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither Neither the execution and delivery of this Agreement nor the performance by Reckson K Holdings of its obligations hereunder nor the consummation by K Holdings of the Transactions will (i) conflict with or result in any breach of any provision of the articles certificate of incorporation or by-laws (or other governing or similar organizational documents) of Reckson or K Holdings; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease lease, contract or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries K Holdings is a party or by which any of them it or any of their its assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries K Holdings is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a K Holdings Material Adverse Effect Effect. K Holdings has all Licenses required to carry on its business as now conducted and all such Licenses are in full force and effect, other than any Licenses to failure of which to have or to be in full force and effect would not not, in the aggregate, reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyK Holdings Material Adverse Effect. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson K Holdings or the performance by Reckson K Holdings of its obligations hereunder, except (i) the filing of the Certificate of Merger Charter Amendment in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL DGCL and filings to maintain the good standing of the Surviving EntityCompany; (ii) compliance with any applicable requirements of the Securities Act and HSR Act, or the Exchange Actapplicable EC Merger Regulations or applicable Foreign Monopoly Laws; (iii) compliance with any applicable requirements of state takeover lawsthe Securities Act, the Trust Indenture Act and the Exchange Act; (iv) compliance with any Tax Returns that may be required in connection with the Merger applicable requirements of state blue sky or takeover laws or stock exchange requirements; and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a K Holdings Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a4.3(a) of the disclosure schedule of the Reckson, Reckson OP and Buyer attached to this Agreement hereto (the "Reckson Disclosure Schedule"), neither the execution and delivery of this Agreement Agreement, the Indenture, the Notes and the Guarantees, nor the performance by each of Reckson, Buyer and Reckson OP of its their obligations hereunder and thereunder, including the adoption of the Resolution, will (i) conflict with or result in any breach of any provision of the articles of incorporation or incorporation, by-laws or similar constituent documents of each of Reckson, Buyer and Reckson OP or (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries Subsidiaries, including Reckson OP, is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson Reckson, Buyer or any of its Subsidiaries their Subsidiaries, including Reckson OP, is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson, Reckson OP or Buyer to perform its their obligations hereunder or under the Notes or the Indenture or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b4.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson, Reckson OP or Buyer or of the Notes, the Guarantees and the Indenture by Reckson OP or the performance by Reckson, Reckson OP or Buyer of their obligations hereunder, including the adoption of the Resolution, or by Reckson OP of its obligations hereunderunder the Notes and the Indenture, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of (A) the Securities Act, the Exchange Act and the Exchange ActTIA; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson or Buyer to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (ai) Except for filings, permits, authorizations, consents and approvals as set forth may be required under, and other applicable requirements of, the Exchange Act, the Securities Act and the HSR Act, no consents or approvals of, or filings, declarations or registrations with, any Governmental Authority are required to be obtained or made by such Stockholder in Schedule 4.1.3(aconnection with the transactions contemplated hereby, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to prevent or delay such Stockholder’s performance of its obligations under this Agreement. (ii) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither Neither the execution and delivery of this Agreement by such Stockholder, nor the performance by Reckson such Stockholder of its obligations hereunder hereunder, will (iA) conflict with or result in any breach of violate any provision of the articles any organizational document of incorporation or by-laws of Reckson such Stockholder or (iiB) assuming that the authorizations, consents and approvals referred to in Section 3(c)(i) are obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to such Stockholder or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (or give rise to any right of terminationtermination or cancellation under, cancellation accelerate the performance required by, or acceleration result in the creation of any lien, security interest or obligation to repurchaseencumbrance upon any of the respective properties or assets of such Stockholder under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, bond, mortgage, letter indenture, deed of credit, other evidence of indebtedness, guaranteetrust, license, lease or lease, agreement or similar other instrument or obligation to which Reckson such Stockholder is a party, or by which it or any of its Subsidiaries is a party properties or by which any of them or any of their assets may be bound or (iii) assuming that the filingsaffected, registrationsexcept, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may beof clause (B) above, violate any orderfor such violations, injunctionconflicts, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirementsbreaches, defaults, breacheslosses, terminations of rights thereof, accelerations or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and creations which would not reasonably be expected to have a material adverse effect on the ability of Reckson such Stockholder to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companyhereunder. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(aAssuming the accuracy of Section 6.4, no Consent or Permit of any Governmental Authority (other than with respect to any Government Contract or Government Bid) is required on the part of any SpinCo Entity for the execution, delivery and performance by SpinCo of this Agreement or by any SpinCo Entity of any Transaction Document to which it is or will be a party or the consummation by any SpinCo Entity of the disclosure schedule transactions contemplated hereby or thereby, except (i) compliance with any applicable requirements of any Antitrust Law or Foreign Investment Law, the Securities Act, the Exchange Act, or applicable blue sky laws, (ii) compliance with any Permits relating to the SpinCo Business, (iii) the filing of the Reckson attached Certificate of Merger with the Secretary of State of the State of Delaware pursuant to this Agreement the applicable provisions of the DGCL and the DLLCA, and (iv) any such Consents or Permits, the "Reckson Disclosure Schedule")failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect. (b) Assuming compliance with Section 5.4(a) and the accuracy of Section 6.4, neither the execution execution, delivery and delivery performance of this Agreement by SpinCo or any Transaction Document to which a SpinCo Entity is or will be a party by such SpinCo Entity, nor the performance consummation by Reckson any SpinCo Entity of its obligations hereunder the transactions contemplated hereby or thereby, will (i) conflict with or result in any breach or violation of any provision of the articles respective Organizational Documents of incorporation or by-laws of Reckson or the SpinCo Entities, (ii) result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, amendment, cancellation or acceleration adverse to any SpinCo Entity under any SpinCo Material Contract, (iii) result in the creation or obligation to repurchase, repay, redeem or acquire or imposition of any similar right or obligationLien (other than Permitted Liens) under upon any of the termsSpinCo Assets, conditions or provisions of(iv) violate any Law applicable to the SpinCo Business, any noteexcept, mortgagein the case of clause (ii), letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or clause (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection or clause (b) below have been obtained or madeiv), as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder have, individually or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a SpinCo Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither Neither the execution and delivery of this Agreement by MergerCo nor the performance consummation by Reckson MergerCo of its obligations hereunder the transactions contemplated hereby will (i) conflict with or result in any breach of - violate any provision of the articles certificate of incorporation or by-laws of Reckson or MergerCo, (ii) conflict with, result in a violation or breach of, or constitute -- (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, bond, mortgage, letter of creditindenture, guarantee, other evidence of indebtedness, guarantee, license, lease or any material lease, contract, agreement or similar other instrument or obligation obligation, to which Reckson MergerCo or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained conflict with or made, as the case may be, violate any orderLaws applicable to MergerCo, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or --- any of its Subsidiaries is subject, excluding from or any of their properties or assets; except in the foregoing case of clauses (ii) and (iii) for such requirementsconflicts, defaultsviolations, breaches, rights breaches or violations (A) that would not, defaults which in the aggregate, reasonably be expected to have a Material Adverse Effect and aggregate would not reasonably be expected to have a material adverse effect on the ability business, assets, liabilities, results of Reckson to perform operations or financial or other condition of MergerCo and its obligations hereunder or (B) that become applicable Subsidiaries, taken as a result whole, or materially impair or delay the consummation of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companytransactions contemplated by this Agreement. (b) Except as set forth in Schedule 4.1.3(b4.3(b) of the Reckson disclosure schedule delivered by MergerCo to the Company on or prior to the date hereof (the "MergerCo Disclosure Schedule") and assuming that the representation and warranty of the Company set forth in Section 3.4(b) is true and correct, no filing or registration with, notification declaration or no- tification to, or order, authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson MergerCo or the performance consummation by Reckson MergerCo of its obligations hereunderthe transactions contemplated hereby, except (i) applicable requirements under Competition Laws - (as defined in Section 5.4(b)), (ii) applicable requirements under the Exchange -- Act, (iii) applicable requirements under the Securities Act, (iv) the filing of --- -- the Articles of Merger with the Massachusetts Secretary of State and the filing of the Certificate of Merger in accordance with the DLLCA and the Articles Delaware Secretary of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; State, (iiv) compliance with any - applicable requirements under "blue sky" laws of the Securities Act and the Exchange Act; various states, (iiivi) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger under Environmental Laws and (vvii) such other consents, approvals, --- orders, authorizations, notifications, registrations, declarations and filings (Ax) required to be obtained or made by the Company or any of its Subsidiaries or - (y) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material - adverse effect on the ability business, assets, liabilities, results of Reckson to perform operations or financial or other condition of MergerCo and its obligations hereunder or (B) that become applicable Subsidiaries, taken as a result whole, or materially impair or delay the consummation of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companytransactions contemplated by this Agreement.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) No filing with or notice to, and no Permit, authorization, registration, exemption, consent or approval of, any Governmental Authority is required on the part of Purchaser for the execution, delivery and performance by Purchaser of this Agreement or any Ancillary Agreement or the consummation by Purchaser of the disclosure schedule of transactions contemplated hereby or thereby, except: (i) the Reckson attached Required Actions; (ii) the Regulatory Approvals; or (iii) any such filings, notices, permits, authorizations, registrations, consents or approvals, which, if not obtained or made, would not be reasonably likely to this Agreement be materially adverse to the Purchaser and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. (b) Assuming compliance with the "Reckson Disclosure Schedule"matters referenced in Section 4.2 and Section 4.3(a), neither the execution execution, delivery and delivery performance of this Agreement or any Ancillary Agreement by Purchaser or Parent, nor the performance consummation by Reckson Purchaser of its obligations hereunder the transactions contemplated hereby or thereby will (i) conflict with or result in any breach breach, violation or infringement of any provision of the respective articles of incorporation or by-laws bylaws (or similar governing documents) of Reckson Purchaser or Parent, (ii) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, amendment, cancellation or acceleration or obligation adverse to repurchasePurchaser under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions ofof any Contract to which Purchaser or Parent any of their respective properties or assets are bound, (iii) result in the creation or imposition of any note, mortgage, letter Lien upon any of creditthe assets or properties of Purchaser or Parent, other evidence of indebtednessthan Permitted Liens, guarantee, license, lease or agreement (iv) violate any Law applicable to Purchaser or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them Parent or any of their assets may be bound respective properties or assets, except in the cases of (ii), (iii) assuming that the filingsor (iv), registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) for such requirements, defaultsconflicts, breaches, rights violations or violations (A) that defaults as would not, in not be reasonably likely to be materially adverse to the aggregate, reasonably be expected to have a Material Adverse Effect Purchaser and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder have, individually or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Except as set forth in on Schedule 4.1.3(a) 3.5, assuming the truth and accuracy of the disclosure schedule representations and warranties of Buyer set forth in Section 5.3, no material notices to, filings with, or authorizations, consents or approvals of any Governmental Entity are necessary for the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which a Group Company, as applicable, is or will be a party or the consummation by the Company of the Reckson attached to this Agreement transactions contemplated hereby or thereby, except for (i) compliance with and filings under the "Reckson Disclosure Schedule"HSR Act (or any similar non-U.S. Laws), neither (ii) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the execution transactions contemplated hereby or thereby and (iii) applicable requirements, if any, of federal securities Laws or state “blue sky” Laws. Neither the execution, delivery or performance by the Company of this Agreement nor the execution, delivery and performance by Reckson the Group Companies of its obligations hereunder the Ancillary Documents to which each Group Company is or will be a party nor the consummation by the Group Companies of the transactions contemplated hereby or thereby will (ia) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or such Group Company’s Governing Documents, (iib) except as set forth on Schedule 3.5, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, cancellation or acceleration or obligation to repurchaseunder, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions ofof any Material Contract, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, Law, statute, rule or regulation of any Governmental Entity having jurisdiction over the Group Companies or (d) except as contemplated by this Agreement or with respect to which Reckson or Permitted Liens, result in the creation of any Lien upon any of its Subsidiaries is subjectthe assets of the Group Companies, excluding from except, in the foregoing case of clauses (iib) and (iii) such requirementsd), defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and as would not reasonably be expected to have a be material adverse effect on to the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyGroup Companies. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. No notices to, filings with, or authorizations, consents or approvals of any Governmental Entity are necessary for the execution, _ delivery or performance by Buyer of this Agreement or the Ancillary Documents to which Buyer is a party or the consummation by Buyer of the Transactions, except for (ai) Except as compliance with and filings under the HSR Act and other Competition Laws, (ii) those the failure of which to obtain or make has not had and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (iii) those set forth in Schedule 4.1.3(a) Section 5.3 of the disclosure schedule of Disclosure Letter. Neither the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")execution, neither the execution and delivery or performance by Buyer of this Agreement and the Ancillary Documents to which Buyer is a party nor the performance consummation by Reckson Buyer of its obligations hereunder the Transactions will (ia) conflict with or result in any breach of any provision of Buyer’s Governing Documents, (b) except as set forth in Section 5.3 of the articles of incorporation Disclosure Letter, conflict with or by-laws of Reckson or (ii) result in a any violation of or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, result in or give rise to any right of termination, cancellation cancellation, amendment or acceleration under, require notice to a third party under, require the payment of a penalty or obligation to repurchaseincreased fees under, repay, redeem or acquire or any similar right or obligation) under any result in the loss of the terms, conditions or provisions ofa benefit under, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Reckson or any of its Subsidiaries Buyer is a party or by which any of them or any of their assets may be bound party, or (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule decree or regulation Law of any Governmental Entity to which Reckson or any having jurisdiction over Buyer except, in the case of its Subsidiaries is subject, excluding from the foregoing clauses (iib) and (iiic) such requirementsabove, defaults, breaches, rights or for violations (A) that would not, in the aggregate, reasonably be expected to which have a Material Adverse Effect not had and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder have, individually or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")The execution, neither the execution delivery and delivery performance of this Agreement nor the performance by Reckson of its obligations hereunder Seller does not and will not (i) conflict with or violate Seller’s organizational documents or the organizational documents of the Company, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) and (ii) of subsection (b) of this Section 2.3 have been obtained, and all filings described in such clauses have been made, conflict with or violate any Law or Order applicable to Seller or the Company, or (iii) result in any breach of any provision of the articles of incorporation or by-laws of Reckson or (ii) result in a violation or breach of, or constitute a default (or an event that with or without due notice or lapse of time or bothboth would constitute a default) or result in the loss of a default (benefit under, or give rise to any right of termination, cancellation cancellation, amendment or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Reckson or any of its Subsidiaries the Company is a party or by which any of them the Company or any of their assets may be bound or (iii) assuming that the filingsits properties are bound, registrationsexcept, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) ), for any such requirementsbreach, defaultsviolation, breachesdefault, rights loss, right, termination, cancellation, amendment, acceleration or violations (A) other occurrence that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on (A) prevent, materially delay or materially impair the ability of Reckson Seller to perform its obligations hereunder consummate the Transactions or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes be material to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure ScheduleThe execution, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution delivery and delivery performance of this Agreement by Reckson Seller and the consummation of the Transactions do not and will not require any consent, approval, authorization or the performance by Reckson of its obligations hereunderpermit of, action by, filing with or notification to, any Governmental Entity, except for (i) the filing applicable requirements, if any, of the Certificate Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger in accordance with 1976 (the DLLCA “HSR Act”) and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consentsconsent, approvalsapproval, ordersauthorization, authorizationspermit, notificationsaction, registrations, declarations and filings (A) filing or notification the failure of which to make or obtain would not reasonably be obtained expected, individually or made would not, in the aggregate, reasonably be expected to (A) prevent, materially delay or materially impair the ability of Seller to consummate the Transactions or (B) have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither Neither the execution and delivery of this Agreement nor any Related Instrument by the Sellers, nor the performance by Reckson the Sellers of its their obligations hereunder or thereunder nor the consummation of the transactions contemplated hereby or thereby will (i) violate the certificate of incorporation, by-laws or other organizational document of the Sellers, (ii) except as set forth on Schedule 2.3(a), conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or (ii) result in a violation or breach of any term, condition or provision of, or constitute (with or without due notice or lapse of time or both) a default (result in or give rise to any right of payment, rescission, renegotiation, termination, cancellation or acceleration with respect to, or obligation constitute a default under, any contract, agreement or instrument to repurchase, repay, redeem or acquire or any similar right or obligation) under which any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries Sellers is a party or by which any of them the Sellers or the Acquired Assets are bound, or result in the creation or imposition of any of their assets may be bound Lien upon any Acquired Assets or (iii) assuming that the filingsviolate or conflict with any law, registrationsrule, notificationsregulation, authorizationsjudgment, consents and approvals referred to in subsection (b) below have been obtained order or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation decree of any Governmental Entity applicable to which Reckson the Sellers, the Business or any the Acquired Assets, except in the case of its Subsidiaries is subject, excluding from the foregoing clauses clause (ii) and or (iii) such requirements, defaultsfor violations, breaches, rights or violations (A) that would notdefaults that, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect and would not reasonably be expected to have or a material adverse effect on the Sellers’ ability of Reckson to perform its obligations hereunder consummate the transactions contemplated hereby or (B) that become applicable as a result materially delay the consummation of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companytransactions contemplated hereby. (b) Except as set forth in on Schedule 4.1.3(b) of the Reckson Disclosure Schedule2.3(b), no filing or registration with, notification to, or and no authorization, consent or approval of, any Governmental Entity is required in connection with necessary for the execution and delivery consummation by the Sellers of the transactions contemplated by this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, ordersfor those filings, authorizations, notifications, registrations, declarations consents and filings (A) approvals the failure of which to be obtained made or made would notobtained, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect and would not have or a material adverse effect on the Sellers’ ability of Reckson to perform its obligations hereunder consummate the transactions contemplated hereby or (B) that become applicable as a result materially delay the consummation of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companytransactions contemplated hereby.

Consents and Approvals; No Violations. (a) Except as Assuming the truth and accuracy of the representations and warranties of Parent and Merger Sub set forth in Schedule 4.1.3(a) Section 5.3, no notices to, filings with, or authorizations, consents or approvals of any Governmental Entity are necessary for the disclosure schedule of execution, delivery or performance by the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither the execution and delivery Company of this Agreement or the Ancillary Documents to which the Company is a party or the consummation by the Company of the transactions contemplated hereby or thereby, except for (i) the filing of the Certificate of Merger, (ii) those the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (iii) those that may be required solely by reason of Parent’s or Merger Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. (b) Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is a party nor the performance consummation by Reckson the Company of its obligations hereunder the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or any Group Company’s Governing Documents, (ii) assuming all of the consents and approvals set forth on Schedule 4.5(b) are obtained, and all of the notices set forth on Schedule 4.5(b) are furnished, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchaseunder, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions ofof any Material Contract or Material Real Property Lease (in each case, excluding any notevendor Contracts, mortgagecustomer Contracts, letter tenant leases for self-storage, or commercial space leases), (iii) assuming all of creditthe consents and approvals set forth on Schedule 4.5(b) are obtained, other evidence and all of indebtednessthe notices set forth on Schedule 4.5(b) are furnished, guarantee, license, lease or agreement or similar instrument or obligation violate any Law applicable to which Reckson or any of its Subsidiaries is a party or by which any of them Group Company or any of their respective properties or assets may be bound or (iiiiv) assuming that except as contemplated by this Agreement, result in the filingscreation of any Lien upon any of the assets of any Group Company (other than Permitted Liens), registrationsexcept, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and through (iiiiv) such requirementsabove, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and as would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder have, individually or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. Assuming (a) Except the filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as set forth in Schedule 4.1.3(aamended (the “HSR Act”) and any other applicable Antitrust Law, are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the disclosure schedule Securities Act and the Exchange Act are met, including the filing with the SEC of a proxy statement/information statement in definitive form that will be mailed to Apple Shareholders in connection with the Apple Shareholders Meeting and will be mailed to the Parent Stockholders as an information statement in connection with the Spin Off (the “Proxy Statement”) and of a registration statement on Form S-4 (as amended or supplemented from time to time, the “Form S-4”) in which the Proxy Statement will be included, and the declaration of effectiveness of such Form S-4, (c) the requirements under any applicable state securities or blue sky laws are met, (d) the requirements of the Reckson attached NYSE or NASDAQ in respect of the listing of the shares of Hampton Class A Common Stock to this Agreement be issued in connection with the consummation of the Transactions are met and notices to the NYSE or NASDAQ related to the Transactions are delivered, (e) the "Reckson Disclosure Schedule")filing of the Certificate of Merger and other appropriate merger documents, neither if any, as required by the DGCL and the FBCA, are made, and (f) the filing of a reportable event filing required under ERISA is made, the execution and delivery of this Agreement nor and the performance Ancillary Agreements by Reckson Parent and Hampton, as applicable, and the consummation by Parent and Hampton of its obligations hereunder the Transactions, do not and will not (i) violate or conflict with or result in any breach of any provision of the articles their respective certificates of incorporation or by-laws bylaws or the comparable governing documents of Reckson any Subsidiary of Parent or Hampton, (ii) violate or conflict with any Law or Order applicable to Parent, Hampton or any Subsidiary of Parent or Hampton or by which any of their respective properties or assets may be bound, (iii) require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Entity, or (iiiv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration of, or obligation to repurchase, repay, redeem result in the creation of any Encumbrance upon any of the properties or acquire assets of Hampton or any similar of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or obligation) under increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Reckson Hampton or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson Hampton or any of its Subsidiaries is subjectmay be bound, excluding from in the foregoing case of clauses (iii) and through (iiiiv) such requirementsabove, conflicts, violations, breaches, defaults, breachesrights of termination, rights or violations (A) that cancellations, accelerations, increases, losses and creations and impositions of Encumbrances which would not, individually or in the aggregate, reasonably be expected to have as to Parent, a Parent Material Adverse Effect and would not reasonably be expected or as to have Hampton, a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither Neither the execution and delivery of this Agreement the TCW Documents by TCW/EMCO Holding or the TCW/LAP Fund nor the performance consummation by Reckson TCW/EMCO Holding or the TCW/LAP Fund of its obligations hereunder the transactions contemplated hereby or thereby will (ia) conflict with or result in any breach of any provision of the articles operating agreement of incorporation limited partnership (or by-laws similar organizational document) of Reckson TCW/EMCO Holding or the TCW/LAP Fund; (iib) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or contract, lease, agreement, Indebtedness agreement or similar instrument or other instrument or obligation to which Reckson TCW/EMCO Holding or any of its Subsidiaries the TCW/LAP Fund is a party or by which any either of them or either of their respective properties or assets are bound; (c) violate any Law applicable to TCW/EMCO Holding or the TCW/LAP Fund or any of their assets may be bound respective properties or assets; or (iiid) assuming that require any filing, notification or publication with, or the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation obtaining of any Governmental Entity to which Reckson or any of its Subsidiaries is subjectApprovals, excluding from the foregoing clauses (iib), (c) and (iiid) such requirements, defaultsviolations, breachesbreaches or defaults which arise from the regulatory status of the Company or the Company Subsidiaries, rights and except in the case of clauses (b) and (c) above for such violations or violations (A) that breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect materially impair TCW/EMCO Holding's or the TCW/LAP Fund's ability to consummate the transactions contemplated by this Agreement or the Ancillary Agreements. Notwithstanding the foregoing, both PM Holdings and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) TCW/EMCO Holding acknowledge and agree that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with neither the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunderAncillary Agreements to which they, except (i) the filing of the Certificate of Merger in accordance with the DLLCA Phoenix and the Articles Company are parties, nor the consummation by each of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consentsPM Holdings, approvalsTCW/EMCO Holding, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any Phoenix of its affiliates is the transactions contemplated hereby or proposes to be engaged thereby will require the approval contemplated under the Defense of Competition Law, by the Comision Nacional de Defensa de la Competencia or any acts or omissions by, or facts pertaining to, by the CompanyTribunal Nacional de Defensa de la Competencia created under the Defense of Competition Law.

Consents and Approvals; No Violations. Assuming (a) Except the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement amended (the "Reckson Disclosure ScheduleHSR Act"), neither are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act and the Exchange Act are met, including the filing with the SEC of a proxy statement/information statement in definitive form that will be mailed to Transpro Stockholders in connection with the Transpro Stockholders Meeting and will be mailed to the Modine Shareholders as an information statement in connection with the Spin Off (the "Proxy Statement") and of a registration statement on Form S-4 (as amended or supplemented from time to time, the "Form S-4") in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of such Form S-4, (c) the requirements under any applicable state securities or blue sky laws are met, (d) the requirements of the American Stock Exchange in respect of the listing of the shares of Surviving Corporation Common Stock to be issued hereunder are met, and (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL and the NCBCA, are made, the execution and delivery of this Agreement nor and the performance Ancillary Agreements by Reckson Modine and Newco, as applicable, and the consummation by Modine and Newco of its obligations hereunder the Transactions, do not and will not (i) violate or conflict with or result in any breach of any provision of the their respective articles or certificate of incorporation or by-laws bylaws, (ii) violate or conflict with any Law or Order of Reckson any Governmental Entity applicable to Modine or any of its Subsidiaries or by which any of their respective properties or assets may be bound, (iii) require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Entity, or (iiiv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration of, or result in the creation of any Encumbrance upon any of the properties or assets of Modine and its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation to repurchaseor a loss of a material benefit under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Reckson Modine or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson Modine or any of its Subsidiaries is subjectmay be bound, excluding from in the foregoing case of clauses (iii) and through (iiiiv) such requirementsabove, conflicts, violations, breaches, defaults, breachesrights of payment and reimbursement, rights or violations (A) that terminations, modifications, omissions, accelerations and creations and impositions of Encumbrances which would not, individually or in the aggregate, reasonably be expected to have a an Aftermarket Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. Assuming (a) Except as set forth in Schedule 4.1.3(a) the applicable requirements of the disclosure schedule Securities Act and the Exchange Act have been satisfied, (b) the requirements under any applicable state securities or blue sky Laws have been satisfied, (c) the requirements of the Reckson attached NYSE in respect of the listing of the shares of OTI Common Stock to this Agreement be issued hereunder have been satisfied, (d) compliance with the "Reckson Disclosure Schedule")Antitrust Laws, neither (e) the Court Approval is obtained, (f) the Israeli Tax Ruling is obtained, and (g) the OTI Stockholder Approval is obtained, the execution and delivery of this Agreement nor and the performance Other Transaction Agreements by Reckson OTI and OSIL, as applicable, and the consummation by OTI and OSIL of its obligations hereunder the Transactions do not and will not (i) violate or conflict with or result in any breach of any provision of the articles Charter Documents of incorporation OTI or by-laws OSIL, (ii) violate or conflict with any Law or Order of Reckson any Governmental Authority applicable to OTI or OSIL or by which any of their respective properties or Assets may be bound, (iii) require any Governmental Approval, or (iiiv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Security Interest upon any of the properties or assets of OTI or its Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation to repurchaseor a loss of a material benefit under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions ofof any OTI Contract, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to excluding in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and through (iiiiv) such requirementsabove, conflicts, violations, breaches, defaults, breachesrights of payment and reimbursement, rights or violations (A) that would notterminations, in the aggregatemodifications, reasonably be expected to have a Material Adverse Effect accelerations and creations and impositions of Security Interests which would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder have, individually or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companyan OTI MAE.

Consents and Approvals; No Violations. Assuming (a) Except as set forth in Schedule 4.1.3(athe ------------------------------------- filings required under the HSR Act are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the disclosure schedule Securities Act and the Exchange Act are met, (c) the requirements under any applicable state securities or blue sky laws are met, (d) the requirements of the Reckson attached NYSE and the PE in respect of the listing of the shares of Plum Creek Common Stock to this Agreement be issued hereunder are met, (e) the "Reckson Disclosure Schedule")filing of the Certificates of Merger and other appropriate merger documents, neither if any, as required by the DGCL, are made, and (f) the valid waiver and consent of SPO of its voting rights as holder of the Plum Creek Special Voting Common Stock, the execution and delivery of this Agreement nor by Plum Creek and the performance consummation by Reckson Plum Creek of its obligations hereunder the transactions contemplated hereby do not and will not: (i) violate or conflict with or result in any breach of any provision of Plum Creek's Certificate of Incorporation or Plum Creek's By-Laws or the articles comparable governing documents of incorporation any of its Subsidiaries; (ii) violate or by-laws conflict with any Laws or Orders of Reckson any Governmental Authority applicable to Plum Creek or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (iii) except as set forth in Section 5.04(f)(iii) of the Plum Creek Disclosure Letter, require any filing with, or permit, consent or approval of, or the giving of any notice to, any Governmental Authority; or (iiiv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Lien upon any of the properties or assets of Plum Creek or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation to repurchaseor a loss of a material benefit under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contracts to which Reckson Plum Creek or any of its Subsidiaries is a party party, or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson such Person or any of its Subsidiaries is subjectproperties or assets are bound, excluding from the foregoing clauses (ii), (iii) and (iiiiv) such requirementsconflicts, violations, breaches, defaults, breachesrights of payment and reimbursement, rights or violations (A) that would notterminations, in the aggregatemodifications, reasonably be expected to have a Material Adverse Effect accelerations and creations and impositions of Liens which would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing individually or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Plum Creek Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")The execution, neither the execution delivery and delivery performance of this Agreement nor the performance or any Transaction Document by Reckson of its obligations hereunder Seller does not and will not (i) conflict with or violate the articles of incorporation, by-laws or similar organizational document of Seller, (ii) assuming all consents, approvals and authorizations contemplated by clauses (i) through (iii) of subsection (b) of this Section have been obtained, and all filings described in such clauses have been made, conflict with or violate any Law or Order applicable to Seller or by which any of its properties are bound, or (iii) result in any breach or violation of any provision of the articles of incorporation or by-laws of Reckson or (ii) result in a violation or breach of, or constitute a default (or an event which with or without due notice or lapse of time or bothboth would become a default) or result in the loss of a default (benefit under, or give rise to any right of termination, cancellation cancellation, amendment or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, any notematerial Contract of Seller, mortgageexcept, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) ), for any such requirementsconflict, defaultsviolation, breachesbreach, rights default, loss, termination, cancellation, amendment or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and acceleration or other occurrence which would not reasonably be expected to have a material adverse effect on to, individually or in the aggregate, prevent or materially delay or materially impair the ability of Reckson Seller to perform its obligations hereunder or (B) that become applicable as a result of consummate the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyTransactions. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure ScheduleThe execution, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution delivery and delivery performance of this Agreement by Reckson Seller and the consummation of the Transactions by Seller do not and will not require any consent, approval, authorization or the performance by Reckson of its obligations hereunderpermit of, action by, filing with or notification to, any Governmental Entity, except for (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Exchange Act; rules and regulations promulgated thereunder, (ii) filings required by the applicable state and federal Governmental Entities with regulatory authority over Seller as described in Section 2.3(b)(ii) of the Seller Disclosure Letter, and (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consentsconsent, approvalsapproval, ordersauthorization, authorizationspermit, notificationsaction, registrations, declarations and filings (A) filing or notification the failure of which to be obtained make or made obtain would notnot reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on prevent or materially delay or impair the ability of Reckson Seller to perform its obligations hereunder or (B) that become applicable as a result of consummate the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyTransactions.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither the execution and delivery of this Agreement nor the performance by Reckson of its obligations hereunder will Assuming (i) conflict with ------------- ------------------------------------- the filings required under the HSR Act are made and the waiting periods thereunder have been terminated or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or expired, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any the prior notification and reporting requirements of the termsEuropean Antitrust Laws, conditions if applicable, are satisfied and any antitrust filings/notifications which must or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound effected at the national level in countries having jurisdiction are made and any applicable waiting periods thereunder have been terminated or expired, (iii) assuming that the prior notification and reporting requirements of other antitrust or competition laws as may be applicable are satisfied and any antitrust filings, registrations, notifications, authorizations, consents and approvals referred to /notifications which must be or may be effected in subsection (b) below have been obtained or countries having jurisdiction are made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (iiv) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and Act are met, (v) such the requirements under any applicable foreign or state securities or blue sky laws are met, (vi) the requirements of the NYSE in respect of the listing of the shares of Parent Common Stock to be issued hereunder are met, (vii) the filing of the Articles of Merger and other consentsappropriate merger documents, approvalsif any, ordersas required by the VSCA, authorizationsare made, notifications(viii) the requirements of any applicable state law relating to the transfer of contaminated property are met and (ix) as otherwise set forth in Section 6.04 of the Parent Disclosure Schedule, registrations, declarations the execution and filings delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby do not and will not: (A) violate or conflict with any provision of Parent's Articles of Incorporation or Parent's By-Laws or the comparable governing documents of any of its Significant Subsidiaries; (B) violate or conflict with any Laws or Orders of any Governmental Authority applicable to Parent or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (C) except as provided above or as set forth in Section 6.04 of the Parent Disclosure Schedule, require any filing with, or permit, consent or approval of, or the giving of any notice to, any Governmental Authority; or (D) except as set forth in Section 6.04 of the Parent Disclosure Schedule, result in a violation or breach of, conflict with, give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contracts to which Parent or any of its Subsidiaries is a party, or by which any such Person or any of its properties or assets are bound, excluding from the foregoing clauses (B), (C) and (D) conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Liens which, and filings, permits, consents, approvals or notices, the failure of which to have made or received, would not reasonably be obtained expected to, individually or made would not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and would not have a material adverse effect on the ability Effect; provided, however, that for purposes of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining tothis Section 6.04, the Companydefinition of -------- ------- "Parent Material Adverse Effect" shall be read so as not to include clause (ii)(B) thereof.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(aSection 4.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Company Disclosure Schedule")Letter, neither the execution and delivery by the Company of this Agreement nor does not, and the performance consummation by Reckson the Company of its obligations hereunder the Merger and the other transactions contemplated hereby and compliance by the Company with any of the provisions hereof will (i) not, conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or (ii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default under, (i) the articles of incorporation or give rise to any right bylaws of termination, cancellation the Company or acceleration or obligation to repurchase, repay, redeem or acquire or any the similar right or obligation) under organizational documents of any of its Subsidiaries, (ii) assuming compliance with the terms, conditions or provisions ofmatters referred to in Section 4.3(b) below, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Reckson the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or other assets may be bound is subject or (iii) assuming that compliance with the filings, registrations, notifications, authorizations, consents and approvals matters referred to in subsection (bSection 4.3(b) below have been obtained or madebelow, as any Law applicable to the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson Company or any of its Subsidiaries is subjectSubsidiaries, excluding from other than, in the foregoing case of clauses (ii) and (iii) ), any such requirementsconflicts, defaultsviolations, breachesbreaches or defaults that, rights individually or violations (A) that would not, in the aggregate, would not be reasonably be expected likely to (A) have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder Company or (B) that become applicable as a result prevent or materially delay the consummation of any of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companytransactions contemplated hereby. (b) Except as set forth in Schedule 4.1.3(b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Reckson Disclosure Schedule, transactions contemplated hereby (including the Merger) require no action by or filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except Authority other than (i) the filing of articles of merger in connection with the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; WBCL, (ii) compliance with any applicable requirements of the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act and of 1976 (the Exchange “HSR Act; ”), (iii) compliance with any applicable requirements of state takeover laws; the Securities Exchange Act of 1934 (the “Exchange Act”), (iv) compliance with any Tax Returns that may be required in connection with applicable requirements of the Merger and Securities Act of 1933 (the “Securities Act”), (v) those set forth in Section 4.3(b) of the Company Disclosure Letter and (vi) such other consentsfilings, approvalsconsents and/or approvals that, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained individually or made would not, in the aggregate, would not reasonably be expected likely to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. Assuming (a) Except the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the Consents from Governmental Authorities set forth in Schedule 4.1.3(aon Section 2.03(b) of the disclosure schedule Parent Disclosure Letter have been obtained, (c) the applicable requirements of the Reckson attached Securities Act and the Exchange Act are met, (d) the requirements under any applicable state securities or blue sky Laws are met, (e) the requirements of the NASDAQ in respect of the listing of the shares of Acquiror Common Stock to this Agreement be issued hereunder are met, (f) the "Reckson Disclosure Schedule")filing of the Certificate of Merger and other appropriate merger documents, neither if any, as required by the DGCL and the DLLCA, are made, and (g) filings with and consents from Governmental Authorities required to convey Real Property and other Assets pursuant to Separation Agreement, the execution and delivery of this Agreement nor and the performance Other Transaction Agreements by Reckson Parent and Wimbledon, as applicable, and the consummation by Parent and Wimbledon of its obligations hereunder the Transactions do not and will not (i) violate or conflict with or result in any breach of any provision of the their respective articles of incorporation incorporation, bylaws or by-laws code of Reckson regulations (or the comparable governing documents), (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Parent or any of its Subsidiaries or by which any of their respective properties or assets that will be contributed to Wimbledon pursuant to the Separation Agreement may be bound, (iii) require any Governmental Approval (other than in connection with the Conveyance of Permits utilized in connection with the operation of the Snacks Business that are unrelated to the manufacturing of the types of products of the Snacks Business as such products are currently being manufactured, or consents or approvals not required for the operation of the Snacks Business as currently conducted) or (iiiv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Security Interest upon any of the properties or assets of Parent or its Subsidiaries that will be contributed to Wimbledon pursuant to the Separation Agreement or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation to repurchaseor a loss of a material benefit under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions ofof any Wimbledon Material Contract, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to excluding in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and through (iiiiv) such requirementsabove, (x) conflicts, violations, breaches, defaults, breachesrights of payment and reimbursement, rights or violations (A) that would notterminations, in the aggregatemodifications, reasonably be expected to have a Material Adverse Effect accelerations and creations and impositions of Security Interests which would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the ability of Reckson to perform its obligations hereunder or Snacks Business MAE and (By) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required Security Interests created in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyWimbledon Credit Facility.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) on Section 4.4 of the disclosure schedule Disclosure Schedules, assuming the truth and accuracy of the Reckson attached to this Agreement representations and warranties of Buyer set forth in Section 5.3, no notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by (x) the "Reckson Disclosure Schedule"), neither the execution and delivery Company of this Agreement nor or the performance by Reckson of its obligations hereunder will Ancillary Documents (iin accordance with their terms) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries the Company is a party or the consummation by which any the Company of them the Transactions (in accordance with their terms) or (y) each Remain Co and each party to a Carve-Out SPA or any Ancillary Documents (in accordance with their terms) to which such Remain Co or party to a Carve-Out SPA is a party or the consummation by such Remain Co or party to a Carve-Out SPA of their assets may be bound the transactions contemplated thereby, except for (a) compliance with filing requirements under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto; (iiib) assuming that the filings, registrations, notifications, authorizations, consents and consents, approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule expiration or regulation termination of any Governmental Entity to which Reckson notice or waiting period in respect of any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) Required Approval; and (iiic) such requirements, defaults, breaches, rights those the failure of which to obtain or violations (A) that make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect Effect. Except as set forth on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result Section 4.4 of the business Disclosure Schedules, neither the execution, delivery or activities performance of this Agreement or the Ancillary Documents nor the consummation of the Transactions (i) conflict with or will result in which any breach of any provision of the Company’s Governing Documents, (ii) violate any order, writ, injunction, decree or Law of any Governmental Entity applicable to the Business, the Company or any of its affiliates is properties or proposes to be engaged assets or (iii) will result in any acts breach or omissions byviolation of or constitute a default (or an event which with notice or lapse of time or both would become a default) or result in the loss of a benefit under, or facts pertaining give rise to any right of termination, cancellation, amendment or acceleration of, or require any consent or notice with respect to, any Material Contract or Material Permit except in the Company. (b) Except as set forth in Schedule 4.1.3(b) case of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; clauses (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents), approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of for violations or breaches which to be obtained would not individually or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect Effect. The Ancillary Documents to which the Company, any Remain Co and would not have each party to a material adverse effect on Carve-Out SPA or any Seller Party are a party will be duly and validly executed and delivered by each such party and constitute a valid, legal and binding agreement of such party (assuming the ability Ancillary Documents to which such party is a party will be duly authorized, executed and delivered by the other parties thereto), in each case enforceable against such party in accordance with their respective terms, except (A) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of Reckson to perform its obligations hereunder or creditors’ rights generally and (B) that become applicable as a result the availability of equitable remedies, including specific performance, is subject to the discretion of the business or activities in court before which the Company or any of its affiliates is or proposes to Action thereof may be engaged or any acts or omissions by, or facts pertaining to, the Companybrought.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) None of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")execution, neither the execution and delivery or performance of this Agreement nor by AVRA, the performance consummation by Reckson AVRA of its obligations hereunder will the Merger and the other transactions contemplated by this Agreement or compliance by AVRA with any of the provisions of this Agreement will: (i) conflict with or result in any breach of any provision of the articles Articles of incorporation Incorporation or by-laws Bylaws of Reckson or AVRA; (ii) require any filing by AVRA with, or require any permit, authorization, consent or approval of, any Governmental Entity or any other Person, except for (A) compliance with any applicable requirements of the Exchange Act; (B) any filings as may be required under the FCBA in connection with the Merger; (C) compliance with any applicable requirements of or rules and regulations under the Securities Act and the Exchange Act; and (D) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws;(iii) result in a violation or breach ofof or the loss of any benefit under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration acceleration) under, or obligation to repurchaseresult in the creation of any Encumbrance (other than Permitted Encumbrances) on the assets and properties of AVRA under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Reckson or any of its Subsidiaries AVRA is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson AVRA or any of its Subsidiaries is subjectproperties or assets may be bound; or (iv) assuming that all consents, excluding from approvals, authorizations and other actions described herein have been obtained and all filings and obligations herein have been made or complied with, conflict with or violate any Law applicable to AVRA or any of its properties or assets, except in the foregoing clauses case of clause (ii) and ), (iii) such requirementsor (iv), defaults, breaches, rights or violations (A) that as would not, individually or in the aggregate, (A) reasonably be expected to have a an AVRA Material Adverse Effect and would not reasonably be expected to have a or (B) impair in any material adverse effect on respect the ability of Reckson AVRA to perform its obligations hereunder under this Agreement or (B) that become applicable as a result to consummate the Merger, or prevent or materially delay the consummation of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such the other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companytransactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (a) Except filing with the SEC of a proxy statement relating to the Company Stockholders Meeting (as set forth in Schedule 4.1.3(aamended or supplemented from time to time, including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) of and the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")Merger Filings as contemplated under Section 2.3, neither the execution and delivery of this Agreement nor the performance by Reckson of its obligations hereunder will (i) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or madethe HSR Act, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (ic) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that Act and the rules and regulations promulgated thereunder, as may be required in connection with the Merger Transactions, (d) state securities takeover and “blue sky” laws, as may be required in connection with the Merger, (e) the rules and regulations of, and any filings with and approvals of, the NASDAQ Stock Market (“NASDAQ”) (f) the approval of the Company Board set forth in Section 4.2(a), (g) the affirmative vote of the holders of a majority of all the votes entitled to be cast by the Company’s stockholders to approve this Agreement (and the Transactions) in accordance with the applicable provisions of the FBCA (the “Company Stockholder Approval”) and (vh) such other consentsCompetition Laws set forth on Section 4.3(a) of the Company Disclosure Letter (collectively, approvalsthe “Transaction Approvals”), ordersthe execution, authorizations, notifications, registrations, declarations delivery and filings (A) performance by the failure Company of which to be obtained or made would this Agreement and the consummation of the Transactions will not, subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in the aggregateSection 5.11, reasonably be expected (i) violate in any material respect any Law or Order applicable to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is Subsidiaries or proposes by which any of their respective properties or assets are bound or affected; (ii) require any notification to be engaged or filing or registration by the Company or any acts of its Subsidiaries with, or omissions consent or approval with respect to the Company or any of its Subsidiaries of, or other action by, any Governmental Authority; (iii) violate or facts pertaining toconflict with any provision of the Articles of Incorporation or Bylaws, (iv) violate or conflict with any provision of the Organizational Documents of any of the Company’s Subsidiary; (v) require any consent of, notice to or other action by any Person under, constitute a default or breach or an event that, with or without notice or lapse of time or both, would constitute a default or breach under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Contract or any Permit affecting the assets or business of the Company and its Subsidiaries; or (vi) result in the creation of imposition of any Lien (other than Permitted Liens) on the properties or assets of the Company or any of its Subsidiaries, except in the case of clauses (ii), (iv), (v) and (vi) as has not had, and would not be reasonably expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) Assuming that all Approvals of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither the execution and delivery of this Agreement nor the performance by Reckson of its obligations hereunder will (i) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or (ii) result in a violation or breach offrom, or constitute (with or without due notice or lapse of time or bothFilings with, Governmental Authorities described in Section 4.06(b) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligationand Section 5.04(b) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson Sumitomo and Merger Sub does not and the consummation by Sumitomo and Merger Sub of the transactions contemplated by this Agreement will not (i) conflict with any provisions of the Constituent Documents of Sumitomo, Merger Sub or any material Sumitomo Subsidiary, (ii) violate any Law or Order, (iii) result, after the giving of notice, with lapse of time, or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any Contract, (iv) result in the creation or imposition of any Lien upon any properties or assets of Sumitomo, Merger Sub or any material Sumitomo Subsidiary or (v) cause the suspension or revocation of any Permit of Sumitomo or Merger Sub, except, in the case of clauses (ii), (iii), (iv) and (v), any matters that, individually or in the aggregate, have not prevented or materially impaired or materially delayed and would not reasonably be expected to prevent or materially impair or materially delay the ability of Sumitomo to consummate the Merger. (b) No Approval or Filing is required to be made or obtained by Sumitomo or any Sumitomo Subsidiary in connection with the execution or delivery of this Agreement by Sumitomo and Merger Sub or the performance consummation by Reckson Sumitomo and Merger Sub of its obligations hereunderthe transactions contemplated by this Agreement, except for (i) compliance by Sumitomo with the HSR Act, (ii) the matters set forth in Section 5.04(b) of the Sumitomo Disclosure Letter, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DLLCA DGCL and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other matters that, individually or in the aggregate, have not prevented or materially impaired or materially delayed and would not reasonably be expected to prevent or materially impair or materially delay the ability of Sumitomo to consummate the Merger. (c) As of the date of this Agreement, Sumitomo has a reasonable basis to believe that all of the clearances, consents, approvals, orders, authorizationswaivers, notifications, registrations, declarations licenses or authorizations of or from any Governmental Authority that are necessary for the execution and filings (A) delivery of this Agreement by Sumitomo and Merger Sub and the failure consummation by Sumitomo and Merger Sub of which to the Merger and the other transactions contemplated by this Agreement will be obtained or made would not, in prior to the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEnd Date.

Consents and Approvals; No Violations. (a) Except as set forth in on Schedule 4.1.3(a) 3.4 of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson CTI Disclosure Schedule")Schedules, neither the execution and delivery of this Agreement nor does not, and the performance consummation of the transactions contemplated by Reckson this Agreement and compliance with the provisions of its obligations hereunder this Agreement will not, (ia) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation pursuant to, any CTI Material Contract (as defined in Section 3.15 hereof), or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of CTI; (b) conflict with or result in any breach violation of any provision or default under the Articles of the articles Incorporation and Bylaws of incorporation CTI and its subsidiaries; (c) conflict with, or by-laws of Reckson or (ii) result in a any material violation of or breach of, or constitute default (with or without due notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation pursuant to, any Contract applicable to CTI or its subsidiaries or their respective properties or assets (d) conflict with or violate any license, permit or other instrument or Contract granted by, or entered into with, a Regulatory Agency; (e) conflict with or result in any material violation of or default (with or without notice or lapse of time or both) a default (under, or give rise to any the right of termination, cancellation or acceleration or of any obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions ofpursuant to, any note, mortgage, letter of credit, grant or subsidized loan received by CTI from any United States federal or state or other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound Governmental Entity; or (iiif) assuming that subject to the filings, registrations, notifications, authorizations, consents governmental filings and approvals other matters referred to in subsection (b) below have been obtained the following sentence, conflict with or madeviolate Applicable Laws applicable to CTI or its properties other than, as in the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (iia), (c), (d), (e) and or (iii) f), any such requirementsconflicts, violations, defaults, breachesrights, rights loss or violations (A) Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and aggregate would not (x) be reasonably be expected likely to have a material adverse effect on CTI, (y) impair in any material respect the ability of Reckson CTI to perform its obligations hereunder under this Agreement, or (Bz) that become applicable as a result prevent or materially delay the consummation of any of the business transactions contemplated by this Agreement. No consent, approval, order or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions byauthorization of, or facts pertaining toregistration, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no declaration or filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required by CTI or its subsidiaries in connection with the execution and delivery of this Agreement by Reckson CTI or the performance consummation by Reckson CTI of its obligations hereunderthe transactions contemplated by this Agreement, except for (i) the filing such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required of the Certificate of Merger in accordance or with the DLLCA and Specified Agencies under the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; HSR Act, (ii) compliance the filing with any applicable requirements the CONSOB of the Securities Act and application for the Exchange Act; authorization to publish the Listing Particulars, (iii) compliance the filing with any applicable requirements the SEC of state takeover laws; (ivA) any Tax Returns that the Proxy Statement, (B) the Registration Statement, and (C) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iv) receipt of an order from the SEC accelerating the effectiveness of the Registration Statement, (v) the filing with the Borsa Italiana of an application for listing of the shares of CTI Common Stock on the Nuovo Mercato and the notification to the NASD of the issuance and listing of the additional shares of CTI Common Stock on the Nasdaq National Market, (vi) the filing, publication and recordation of the Merger Deed or other appropriate documents and notices with the Companies’ Register at the Italian Chamber of Commerce in Milan, Italy, (vii) the filing of the Articles of Merger with the Secretary of State of Washington in accordance with the relevant provisions of the WBCA, (viii) such filings and consents as may be required under any environmental, health or safety law or regulation (including any rules and regulations of the FDA) pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated hereby, each of which is set forth in Schedule 3.4 of the CTI Disclosure Schedules, (ix) such consents, approvals or authorizations as set forth in Schedule 3.4 of the CTI Disclosure Schedules and (vx) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) required by Applicable Laws, the failure of which to be obtained or made would not, in the case of this clause (x), individually or in the aggregate, (x) be reasonably be expected likely to have a Material Adverse Effect and would not have a material adverse effect on CTI, (y) impair in any material respect the ability of Reckson CTI to perform its obligations hereunder under this Agreement, or (Bz) that become applicable as a result prevent or materially delay the consummation of any of the business transactions contemplated by this Agreement. Shareholders of CTI are not entitled to appraisal or activities in which dissenters’ rights under the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyWBCA.

Consents and Approvals; No Violations. (a) Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “H-S-R Act”), or antitrust or other regulatory laws of non-U.S. or other jurisdictions, there are no material governmental approvals or consents required for the execution, delivery or performance of this Agreement or the consummation by Seller of the transactions contemplated hereby. (b) Except as set forth in on Schedule 4.1.3(a) 3.5 of the disclosure schedule of Disclosure Schedules, the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")execution, neither the execution delivery and delivery performance of this Agreement nor and the performance by Reckson of its obligations hereunder Share Purchase Agreement will not (i) conflict with or result in any breach or violation of any provision of the articles certificate of incorporation or by-laws of Reckson Seller or the deed of incorporation or articles of association of Akrosil Europe; (ii) require Seller to file or register with, or give notice to, or obtain the authorization, consent or approval of any person (other than a governmental entity) whether within or outside the United States; (iii) violate, conflict with or result in a violation default (or breach ofany event that, or constitute (with or without due notice or lapse of time or both, would constitute a default) a default (under, or result in any termination, cancellation or acceleration or give rise to any such right of termination, cancellation or acceleration or obligation to repurchaseunder, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter agreement set forth on Schedules 3.10 or 3.14 of credit, the Disclosure Schedules or any other evidence of indebtedness, guarantee, license, lease or material agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries Seller is a party or by which any of them or any of their assets may be bound or party; (iiiiv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity applicable to which Reckson Seller, Akrosil Europe, or any of its Subsidiaries is subjectthe assets or properties of the Business, or (v) result in the creation or imposition of any Lien upon any of the assets or properties of the Business, excluding from the foregoing clauses (ii), (iii), (iv) and (iiiv) such (1) requirements, conflicts, defaults, breachesrights, rights Liens or violations (A) that would are not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect and would not reasonably be expected to have a adversely affect, in any material adverse effect on respect, the ability of Reckson Seller to perform its obligations hereunder consummate the transactions contemplated by this Agreement (or (B) the ability of any subsidiary of Seller that is party to the Share Purchase Agreement to consummate the transactions contemplated thereby), or that become applicable as a result of the business or activities (other than the Business) in which the Company or any member of its affiliates is Buyer engaged in or proposes to be engaged or as a result of any acts or omissions by, or the status of or any facts pertaining to, the Company. any member of Buyer, and (b2) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Scheduleconflicts, no filing defaults or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required violations arising in connection with the execution and delivery transfer or assignment of this Agreement by Reckson agreements or contracts that require the performance by Reckson of its obligations hereunder, except (i) the filing consent of the Certificate of Merger other party or parties thereto to transfer or assign. As used in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings this Section 3.5, references to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required Seller shall refer only to Seller in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result conduct of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyBusiness.

Consents and Approvals; No Violations. (a) Except (i) as set forth in Schedule 4.1.3(aSection 2.3(a) of the disclosure schedule Disclosure Schedule, and assuming the accuracy of the Reckson attached representations and warranties set forth in Section 3.3, (ii) as may be necessary as a result of any facts or circumstances relating solely to this Agreement Buyer or any of its Affiliates, (iii) such filings as may be required under the "Reckson Disclosure Schedule")HSR Act and (iv) as may be required pursuant to the Bankruptcy Code, neither the Bid Procedures Order or the Sale Order, and after taking into account the effect of the Sale Order under the Bankruptcy Code, no material filing with or material notice to, and no material permit, authorization, consent or approval of, or material Order of, any court or tribunal or administrative, governmental or regulatory body or agency (a “Governmental Entity”) or any other Person is necessary for the execution and delivery by such Seller of this Agreement or the consummation by such Seller of the transactions contemplated hereby. (b) Subject to the entry of the Sale Order and any other order(s) necessary to consummate the transactions contemplated by this Agreement, neither the execution, delivery and performance of this Agreement by such Seller nor the performance consummation by Reckson such Seller of its obligations hereunder the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the articles certificate of incorporation formation or by-laws limited liability company agreement (or similar governing documents) of Reckson such Seller or any Affiliate thereof, (ii) except as set forth in Section 2.3(b) of the Disclosure Schedule, result in a material violation or material breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any material right of termination, modification, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligationacceleration) under any of the terms, conditions or provisions of, of any note, bond, mortgage, letter of creditindenture, other evidence of indebtedness, guaranteelease, license, lease or contract, agreement or similar other instrument or obligation to which Reckson such Seller or any of its Subsidiaries Affiliate thereof is a party or by which such Seller or any of them Affiliate thereof or any of their such Seller’s or any Affiliate of such Seller’s properties or assets may be bound or bound, (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule Order or regulation of Law applicable to such Seller or any Governmental Entity to which Reckson Affiliate thereof or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company Seller’s or any Affiliate of its affiliates is such Seller’s properties or proposes to be engaged or any acts or omissions byassets, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, result in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect creation or imposition of any Lien on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result any of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions byAssets, or facts pertaining to, the Companyexcept for Permitted Liens.

Consents and Approvals; No Violations. Except (a) Except as set forth in Schedule 4.1.3(a) Section 3.3 of the disclosure schedule Scripps Disclosure Schedule, (b) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, and the FCC Act, and (c) as may be necessary as a result of any facts or circumstances relating solely to the Belo Entities or any of their Subsidiaries, none of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")execution, neither the execution and delivery or performance of this Agreement nor by Scripps or the performance consummation by Reckson Scripps of its obligations hereunder the transactions contemplated hereby and compliance by Scripps with any of the provisions hereof will (i) conflict with or result in any breach of any provision provisions of the articles charter or bylaws of incorporation or by-laws of Reckson or Scripps, (ii) require any filing by Scripps with, or any permit, authorization, consent or approval to be obtained by Scripps of, any Governmental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or obligation to repurchaseacceleration) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contracts to which Reckson or any of its Subsidiaries Scripps is a party or by which any of them it or any of their its properties or assets may be bound ("Scripps Contracts") or result in the creation of any lien upon any of the KENS Assets, or (iiiiv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Scripps, except, in the case of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses clause (ii) and ), (iii) such requirementsor (iv), defaultsfor failures to file or obtain, violations, breaches, rights defaults or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in liens which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the KENS Assets, taken as a whole, or the ability of Reckson Scripps to perform its obligations hereunder consummate the transactions contemplated hereby. Scripps does not have any knowledge of any facts or (B) that become applicable as a result circumstances relating to the KENS Assets that, individually or in the aggregate, would prevent any necessary approval of the business or activities in which transactions contemplated by this Agreement under the Company or any of its affiliates is or proposes to be engaged or any acts or omissions byFCC Act; provided, or facts pertaining tohowever, the Companyparties hereto recognize the necessity for a waiver of the FCC's one-to-a-market rule.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a3.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure TITUX Xxxclosure Schedule"), neither the execution execution, delivery and delivery performance by Microsoft or Microsoft Corp. of this Agreement and any of the Transaction Documents to which Microsoft or Microsoft Corp. is a party nor consummation of the performance transactions contemplated hereby or thereby by Reckson of its obligations hereunder Microsoft or Microsoft Corp. will (i) conflict with or result in any breach of violate any provision of the articles certificate of incorporation or by-laws laws, or equivalent governance documents of Reckson Microsoft or Microsoft Corp., or the articles of incorporation of TITUX xx any of its Subsidiaries or any agreements among the TITUX Xxxreholders with respect to TITUX, (iixi) require any material Consent of, or filing with or notification to, any Governmental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or of any obligation to repurchaserepay) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation material Obligation to which Reckson Microsoft or any of its Subsidiaries Microsoft Corp. is a party or by which any of them Microsoft or any of their Microsoft Corp. or its respective properties or assets may be bound or bound, (iiiiv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation order of any Governmental Entity applicable to which Reckson Microsoft, Microsoft Corp. or TITUX xx (v) result in the creation of any Encumbrance against or with respect to the shares of its Subsidiaries is subjectTITUX Xxxmon Stock or TITUX Xxxferred Stock owned by Microsoft, excluding from except, in the foregoing case of clauses (ii) and ), (iii) such requirementsor (iv), defaultsfor those consents, breaches, rights violations or violations (A) creations that would notnot be reasonably likely to prevents or materially impair or delay the consummation of the transactions contemplated herein and that would not be reasonably likely to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyTITUX. (b) Except as set forth in Schedule 4.1.3(b3.3(b) of the Reckson Disclosure TITUX Xxxclosure Schedule, no neither the execution, delivery and performance by Itochu of this Agreement and any of the Transaction Documents to which Itochu is a party nor consummation of the transactions contemplated hereby or thereby by Itochu will (i) conflict with or violate any provision of the certificate of incorporation or equivalent governance documents of Itochu, or the articles of incorporation or bylaws of TITUX xx any of its Subsidiaries or any agreements among the TITUX Xxxreholders with respect to TITUX, (xi) require any material Consent of, or filing with or registration with, notification to, any Government Entity, (iii) result in a violation or authorization, consent or approval breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration of any obligation to repay) under, any of the terms, conditions or provisions of any material Obligation to which Itochu is a party or by which Itochu or its properties or assets may be bound, (iv) violate any Order of any Governmental Entity is required applicable to Itochu or TITUX xx (v) result in connection the creation of any Encumbrance against or with respect to the execution and delivery shares of this Agreement TITUX Xxxmon Stock owned by Reckson or Itochu, except, in the performance by Reckson case of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; clauses (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; ), (iii) compliance with any applicable requirements of state takeover laws; or (iv) any Tax Returns that may be required in connection with the Merger and (v) such other ), for those consents, approvalsbreaches, ordersviolations or creations that would not be reasonably likely to prevent or materially impair or delay the consummation of the transactions contemplated herein and that would not be reasonably likely to, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained individually or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or TITUX. (Bc) that become applicable Except as a result set forth in Schedule 3.3(c) of the business TITUX Xxxclosure Schedule, neither the execution, delivery and performance by Toshiba of this Agreement and any of the Transaction Documents to which Toshiba is a party nor consummation of the transactions contemplated hereby or activities in which thereby by Toshiba will (i) conflict with or violate any provision of the Company certificate of incorporation or equivalent governance documents of Toshiba, or the articles of incorporation or bylaws of TITUX xx any of its affiliates is or proposes to be engaged Subsidiaries or any acts or omissions byagreements among the TITUX Xxxreholders with respect to TITUX, (xi) require any material Consent of, or facts pertaining filing with or notification to, any Governmental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration of any obligation to repay) under, any of the Companyterms, conditions or provisions of any material obligation to which Toshiba is a party or by which Toshiba or its properties or assets may be bound, (iv) violate any Order of any Governmental Entity applicable to Toshiba or TITUX xx (v) result in the creation of any Encumbrance against or with respect to the shares of TITUX Xxxmon Stock owned by Toshiba, except, in the case of clauses (ii), (iii) or (iv), for those consents, breaches, violations or creations that would not be reasonably likely to prevent or materially impair or delay the consummation of the transactions contemplated herein and that would not be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect on TITUX.

Consents and Approvals; No Violations. Assuming (ai) Except as set forth in Schedule 4.1.3(athe filings required under the Antitrust Laws are made and the applicable waiting periods thereunder have been terminated or have expired, (ii) the requirements of the disclosure schedule Exchange Act relating to the Proxy Statement, if any, and the Offer are met, (iii) the filing of the Reckson attached documents relating to this Agreement the Scheme of Arrangement, if any, as required by the Companies Law, are made, (iv) approval of the "Reckson Disclosure Schedule")Scheme of Arrangement by the shareholders of the Company is received, neither (v) all approvals or sanctions by the Court in accordance with the Companies Law in connection with the transactions contemplated by the Transaction Documents have been obtained and (vi) all filings and notices with the New York Stock Exchange have been made, the execution and delivery of this Agreement nor and the performance Principal Shareholders Agreement by Reckson the Company and the consummation by the Company of its obligations hereunder will the transactions contemplated hereby and thereby shall not: (iw) violate or conflict with or result in any breach of any provision of the articles Company's Memorandum of incorporation Association or by-laws the Company's Articles of Reckson Association or the comparable governing documents of any of its Subsidiaries; (x) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any Governmental Entity applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (y) except as set forth on Schedule 4.4 of the Company Disclosure Letter, require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Entity; or (iiz) except as set forth on Schedule 4.4 of the Company Disclosure Letter, result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation cancellation, payment or acceleration or obligation to repurchaseany right which becomes effective upon the occurrence of a merger, repayamalgamation, redeem scheme of arrangement, consolidation or acquire change of control under), result in the creation of any Lien upon any of the properties or assets of the Company or any similar of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or obligation) under increase of any obligation or a loss of a material benefit or any right which becomes effective upon the occurrence of a merger, amalgamation, scheme of arrangement, consolidation or change of control under, any of the terms, conditions or provisions of, of any note, bond, mortgage, letter of credit, other evidence of indebtedness, guaranteeindenture, license, lease or franchise, Permit, agreement, contract, arrangement, lease, franchise agreement or similar other instrument or obligation to which Reckson the Company or any of its Subsidiaries is a party party, or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson such Person or any of its Subsidiaries is subjectproperties or assets are bound, excluding from other than in the foregoing case of clauses (iix), (y) and (iii) z), any such requirementsviolation, defaultsbreach, breachesconflict, rights default, right of termination, cancellation, payment, acceleration, other right or violations (A) that would not, in the aggregate, reasonably be expected failure to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or make any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorizationobtain any Permit, consent or approval of, or give notice to, any Governmental Entity is required in connection with the execution that has not had, does not have, and delivery of this Agreement by Reckson could not reasonably be expected to have, individually or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except Assuming the accuracy of Section 6.4, no Consent or Permit of any Governmental Authority is required on the part of the Company for the execution, delivery and performance by the Company of this Agreement or of any Transaction Document to which it is or will be a party at the Effective Time or the consummation by the Company of the transactions contemplated hereby or thereby, except (i) compliance with any applicable requirements of any Antitrust Law or Foreign Investment Law, the Securities Act, the Exchange Act, or applicable blue sky laws, (ii) compliance with any Permits relating to the SpinCo Business, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the applicable provisions of the DGCL and the DLLCA or (iv) any such Consents or Permits, the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Assuming compliance with Section 4.3(a) and the accuracy of Section 6.4 and except as set forth in Schedule 4.1.3(a) on Section 4.3 of the disclosure schedule SpinCo Disclosure Schedule or Section 5.4 of the Reckson attached to this Agreement (the "Reckson SpinCo Disclosure Schedule"), neither the execution execution, delivery and delivery performance by the Company of this Agreement or of any Transaction Document to which it is or will be a party at the Effective Time, nor the performance consummation by Reckson the Company of its obligations hereunder the transactions contemplated hereby or thereby, will (i) conflict with or result in any breach or violation of any provision of the articles Organizational Documents of incorporation or by-laws of Reckson or the Company, (ii) result in a breach or violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, amendment, cancellation or acceleration adverse to the Company under a Contract to which the Company is a party that constitutes a “material contract” with respect to the Company as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC), (iii) result in the creation or obligation to repurchase, repay, redeem or acquire or imposition of any similar right or obligationLien (other than Permitted Liens) under upon any of the termsSpinCo Assets, conditions or provisions of(iv) violate any Law applicable to the Company, any noteexcept, mortgagein the case of clause (ii), letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or clause (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection clause (b) below have been obtained or madeiv), as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder have, individually or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect.

Consents and Approvals; No Violations. Assuming the truth and accuracy of representations and warranties contained in Section 3.5 and Section 4.3, no notices to, filings with, or Consents of any Governmental Entity are necessary for the execution, delivery or performance by Buyer of this Agreement or the Ancillary Documents to which Buyer is or will be a party or the consummation by Buyer of the transactions contemplated hereby or thereby, except (ai) Except as for those set forth in on Schedule 4.1.3(a5.3, (ii) those the failure of which to obtain or make would not reasonably be expected to have a material adverse effect on or otherwise prevent, delay the disclosure schedule Closing and (iii) applicable requirements, if any, of federal securities Laws or state “blue sky” Laws. Neither the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")execution, neither the execution and delivery or performance by Buyer of this Agreement nor the execution, delivery and performance by Reckson Buyex xx the Ancillary Documents to which Buyer is or will be a party nor the consummation by Buyer of its obligations hereunder the transactions contemplated hereby or thereby will (ia) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or Buyer’s Governing Documents, (iib) except as set forth on Schedule 5.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, cancellation or acceleration or obligation to repurchaseunder, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or material agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries Buyer is a party or by which any of them or any of their assets may be bound party, or (iiic) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule Order or regulation Law of any Governmental Entity to which Reckson or any having jurisdiction over Buyer except, in the case of its Subsidiaries is subject, excluding from the foregoing clauses (iib) and (iiic) such requirementsabove, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and as would not reasonably be expected to have a material adverse effect on prevent or materially delay the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result consummation of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companytransactions contemplated hereby. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except (i) for the Governmental Requirements or (ii) where the failure to make any filing with, or to obtain any permit, authorization, consent or approval of, any Government Entity would not (1) prevent or delay the consummation of the transactions contemplated by this Agreement, (2) prevent EML from performing its obligations under this Agreement, or (3) individually or in the aggregate have or be reasonably likely to result in an EML Material Adverse Effect, or have a material adverse effect on the ability of EML following the Closing Date, to conduct its business as set forth presently conducted, no filing with, and no permit, authorization, consent or approval of, any Government Entity is necessary for the execution, delivery and performance of this Agreement and the Plan of Conversion by EML and the consummation by EML of the transactions contemplated hereby and thereby. (b) Except as disclosed in Schedule 4.1.3(aSection 3.5(b) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson EML Disclosure Schedule"), neither no consent or approval of any other party (other than any Government Entity) is required to be obtained by EML for the execution and execution, delivery or performance of this Agreement nor or the Plan of Conversion or the performance by Reckson EML of the transactions contemplated hereby or thereby, except where the failure to obtain any such consent or approval would not (i) prevent or delay the consummation of the transactions contemplated by this Agreement, (ii) prevent EML from performing its obligations hereunder will under this Agreement or the Plan of Conversion, or (iii) individually or in the aggregate, be reasonably likely to result in an EML Material Adverse Effect. (c) Neither the execution, delivery or performance of this Agreement or the Plan of Conversion by EML, nor the consummation by EML of the transactions contemplated hereby or thereby, nor compliance by EML with any of the provisions hereof or thereof, will: (i) conflict with or result in any breach of any provision provisions of the articles Constituent Documents of incorporation EML or by-laws any of Reckson or the EML Subsidiaries; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, vesting, payment, exercise, acceleration, suspension or acceleration or obligation to repurchaserevocation) under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, bond, mortgage, letter deed of credittrust, other evidence of indebtednesssecurity interest, guaranteeindenture, license, lease contract, agreement, plan or agreement or similar other instrument or obligation to which Reckson EML or any of its the EML Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or bound; (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable to EML, any of any Governmental Entity to which Reckson the EML Subsidiaries or any of its Subsidiaries is subject, excluding from the foregoing clauses their properties or assets; (iiiv) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, result in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect creation or imposition of any Encumbrance on the ability any asset of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company EML or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.EML Subsidiaries; or (bv) Except as set forth in Schedule 4.1.3(b) cause the suspension or revocation of the Reckson Disclosure Scheduleany permit, no filing or registration withlicense, notification to, or governmental authorization, consent or approval of, necessary for EML or any Governmental Entity is required in connection with of the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunderEML Subsidiaries to conduct their respective business as currently conducted, except (i) in the filing case of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; clauses (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; ), (iii) compliance with any applicable requirements of state takeover laws; ), (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consentsfor violations, approvalsbreaches, ordersdefaults, authorizationsterminations, notificationscancellations, registrationsaccelerations, declarations creations, impositions, suspensions or revocations which would not individually or in the aggregate have or be reasonably likely to result in an EML Material Adverse Effect. (d) Except for the vote in respect of the Plan of Conversion, this Agreement, and filings (A) the failure Amended Articles of which Incorporation to be obtained taken at the EML Special Meeting, no vote of any member or made would notholder of any other interest of EML (equity or otherwise), in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining torequired by law, the CompanyConstituent Documents of EML or otherwise in order for EML to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. (a) Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “H-S-R Act”), or antitrust or other regulatory laws of non-U.S. or other jurisdictions, and except as set forth on Schedule 3.5 of the Disclosure Schedules, there are no material governmental approvals or consents required for the execution, delivery or performance of this Agreement or the consummation by Seller of the transactions contemplated hereby. (b) Except as set forth in on Schedule 4.1.3(a) 3.5 of the disclosure schedule of Disclosure Schedules, the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")execution, neither the execution delivery and delivery performance of this Agreement nor by the performance by Reckson of its obligations hereunder Seller will not (i) conflict with or result in any breach or violation of any provision of the articles certificate of incorporation or by-laws of Reckson or Seller (ii) violate, conflict with or result in a violation default (or breach ofany event that, or constitute (with or without due notice or lapse of time or both, would constitute a default) a default (under, or result in any termination, cancellation or acceleration or give rise to any such right of termination, cancellation or acceleration or obligation to repurchaseunder, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter agreement set forth or required to be set forth on Schedule 3.10 or Schedule 3.14 of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or the Disclosure Schedules; (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity applicable to which Reckson Seller, or any of its Subsidiaries is subjectthe assets or properties of the Business, or (iv) result in the creation or imposition of any Lien upon any of the assets or properties of the Business, excluding from the foregoing clauses (ii), (iii) and (iiiiv) such (1) requirements, conflicts, defaults, breachesrights, rights Liens or violations (A) that would are not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect and would not reasonably be expected to have a adversely affect, in any material adverse effect on respect, the ability of Reckson Seller to perform its obligations hereunder consummate the transactions contemplated by this Agreement or (B) that become applicable as a result of the business or activities (other than the Business) in which the Company or any of its affiliates is Buyer engages or proposes to be engaged or as a result of any acts or omissions by, or the status of or any facts pertaining to, the Company. Buyer, and (b2) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Scheduleconflicts, no filing defaults or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required violations arising in connection with the execution and delivery transfer or assignment of this Agreement by Reckson agreements or contracts that require the performance by Reckson of its obligations hereunder, except (i) the filing consent of the Certificate of Merger other party or parties thereto to transfer or assignment. As used in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings this Section 3.5, references to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required Seller shall refer only to Seller in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result conduct of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyBusiness.

Consents and Approvals; No Violations. (a) Except as set forth in on Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")3.3, neither the execution and delivery of this Agreement or the Seller Ancillary Documents nor the performance consummation of the transactions contemplated by Reckson of its obligations hereunder this Agreement or the Seller Ancillary Documents will (ia) conflict with or result in any breach of any provision of the certificate or articles of incorporation or by-laws bylaws of Reckson Seller; (b) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity; (iic) violate, conflict with or result in a violation default (or breach ofany event which, or constitute (with or without due notice or lapse of time or both, would constitute a default) a default (under, or give rise to any right of termination, cancellation or acceleration or obligation to repurchaseunder, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, agreement, lease or agreement or similar other contract, instrument or obligation to which Reckson or any that are included as part of its Subsidiaries is a party the Acquired Assets or by which any of them or any of their assets may be bound the Acquired Assets is bound; or (iiid) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any Law, order, injunction, decree, statute, rule injunction or regulation of any Governmental Entity decree applicable to which Reckson or any of its Subsidiaries is subject, Seller; excluding from the foregoing clauses (iib), (c) and (iiid) such requirements, defaultsviolations, breachesconflicts, defaults or rights or violations (Ai) that which would not, in the aggregate, not be reasonably be expected likely to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on adversely affect the ability of Reckson Seller to perform its obligations hereunder consummate the transactions contemplated by this Agreement, or (Bii) that which become applicable as a result of the business or activities in which the Company or any of its affiliates Buyer is or proposes to be engaged or as a result of any acts or omissions by, or the status of or any facts pertaining to, the Company. (b) Buyer. Except as set forth in on Schedule 4.1.3(b) of the Reckson Disclosure Schedule3.3, no filing consent, approval, order or registration with, notification toauthorization of, or authorizationregistration, consent declaration or approval offiling with, any Governmental Entity or third party is required with respect to Seller or its Affiliates in connection with the execution and execution, delivery or performance of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) Seller Ancillary Documents or the filing consummation of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained transactions contemplated hereby or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companythereby.

Consents and Approvals; No Violations. Assuming (a) Except as set forth in Schedule 4.1.3(athe filings required under the HSR Act are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the disclosure schedule Securities Act and the Exchange Act are met, (c) the requirements under any applicable state securities or blue sky laws are met, (d) the requirements of the Reckson attached NYSE in respect of the listing of the shares of JMS Common Stock to this Agreement be issued hereunder are met, (e) the "Reckson Disclosure Schedule")filing of the Certificate of Merger and other appropriate merger documents, neither if any, as required by the Ohio Corporation Law, are made, and (f) the JMS Shareholder Approval is obtained, the execution and delivery of this Agreement nor and the performance Ancillary Agreements by Reckson JMS and the consummation by JMS of its obligations hereunder the Transactions do not and will not: (i) violate or conflict with or result in any breach of any provision of the its articles of incorporation or by-laws code regulations or the comparable governing documents of Reckson JMS or any of JMS's Subsidiaries; (ii) violate or conflict with any Law or Order of any Governmental Entity applicable to JMS or any of JMS's Subsidiaries or by which any of their respective properties or assets may be bound; (iii) require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Entity; or (iiiv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of JMS or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation to repurchaseor a loss of a material benefit under, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation Contract to which Reckson JMS or any of its JMS's Subsidiaries is a party party, or by which JMS or any of JMS's Subsidiaries or by which any of them their respective properties or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subjectbound, excluding from the foregoing clauses (ii) and (iii) such requirementsclauses, conflicts, violations, breaches, defaults, breachesrights of payment and reimbursement, rights terminations, modifications, accelerations and creations and impositions of Encumbrances which would not have or violations (A) that would notreasonably be expected to have, individually or in the aggregate, reasonably be expected to have a JMS Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyEffect. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. (a) Except as set forth in on Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"3.3(a), neither the execution and delivery of this Agreement nor by Seller does not and the performance execution and delivery by Reckson of its obligations hereunder will (i) conflict with or result in any breach of any provision Seller of the articles other Transaction Documents to be executed and delivered by Seller shall not and the consummation by Seller of incorporation or by-laws of Reckson or (ii) the transactions contemplated hereby and thereby shall not result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration acceleration) under, or obligation to repurchase, repay, redeem result in the creation of any Lien on any of the properties or acquire assets of Seller or any similar right of the Companies under: (i) any provision of the certificate of formation or obligationlimited liability company agreement of Seller or the certificate of formation or Existing LLC Agreement of any of the Companies; (ii) subject to obtaining and making any of the approvals, consents, notices and filings referred to in paragraph (b) below, any Law or Order applicable to Seller or any of the Companies or by which any of their respective properties or assets may be bound; (iii) any of the terms, conditions or provisions of any Contract to which Seller or any of the Companies is a party, or by which they or any of their respective properties or assets are bound, except, in each case under subsection (a)(ii) and (a)(iii) above, where such violation, breach, conflict, default or Lien does not have a Material Adverse Effect. (b) Except for such filings and approvals as may be required pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and as set forth on Schedule 3.3(b), no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other third party is necessary or required under any of the terms, conditions or provisions of, of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease Law or agreement or similar instrument or obligation Order (i) applicable to which Reckson Seller or any of its Subsidiaries is a party the Companies or (ii) by which any of them Seller’s or any of their the Companies’ properties or assets may be bound or (iii) assuming that the filingsbound, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iii) such requirements, defaults, breaches, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with for the execution and delivery of this Agreement by Reckson or Seller, the performance by Reckson Seller of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result the consummation of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Companytransactions contemplated hereby.

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither the The execution and delivery of this Agreement nor by the Company do not, and the performance by Reckson the Company of its obligations hereunder this Agreement and, subject to Stockholder Approval, the consummation by the Company of the transactions contemplated hereby will not, (i) conflict with or result in any breach of violate any provision of the articles certificate of incorporation or by-laws bylaws of Reckson or the Company, (ii) result in a material violation or breach of, or constitute (with or without due notice or the lapse of time time, or both) a default (or give rise to any right of termination, cancellation or cancellation, acceleration or obligation to repurchase, repay, redeem diminution of rights or acquire or any similar right or obligationbenefits) under any of the terms, conditions or provisions ofunder, any noteMaterial Contract, mortgage(iii) result in Lien on any asset or (iv) assuming compliance with the filings and other requirements described in Section 4.4(b), letter of creditviolate any Law applicable to the Company, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound properties or assets, except in the case of clauses (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (ii) and (iiiiv) for such requirementsviolations, breaches, defaults, breachesterminations, rights cancellations, accelerations, diminutions, or violations (A) Liens that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and or would not be reasonably be expected likely to have a material adverse effect on the ability of Reckson to perform its obligations hereunder prevent, materially delay or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, materially impair the Company’s ability to consummate the Merger and the other transactions contemplated by this Agreement (and assuming the accuracy in all material respects of Parent’s and Merger Sub’s representations in Section 5.3). (b) Except as Other than the filings or notices required to be made pursuant to (i) the DGCL, (ii) the HSR Act and any applicable competition, antitrust, merger control or investment Laws of foreign jurisdictions, (iii) New York Stock Exchange (“NYSE”) rules and listing standards, (iv) the Exchange Act and (v) the matters set forth in Schedule 4.1.3(bon Section 4.4(b) of the Reckson Company Disclosure Schedule, no filing the Company is not required to make any notices, reports or registration with, notification toother filings, or obtain any authorization, consent or approval ofrequired to be obtained by the Company from, any court, legislative, executive or regulatory authority or agency (a “Governmental Entity is required Entity”) in connection with the execution Company’s execution, delivery and delivery performance of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles consummation of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) the other transactions contemplated hereby, except for such other consentsnotices, approvalsreports, ordersfilings, authorizations, notifications, registrations, declarations and filings (A) consents or approvals the failure of which to be obtained make or made obtain, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and or would not have a material adverse effect on the ability of Reckson be reasonably likely to perform its obligations hereunder prevent, materially delay or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, materially impair the Company’s ability to consummate the Merger and the other transactions contemplated by this Agreement (and assuming the accuracy in all material respects of Parent’s and Merger Sub’s representations in Section 5.3).

Consents and Approvals; No Violations. (a) Except as set forth in Schedule 4.1.3(a) None of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither the execution and delivery of this Agreement nor by SEE, the performance of this Agreement by Reckson the Sellers, the execution, delivery, and performance of its obligations hereunder the Related Agreements by the Sellers party thereto, or the consummation of the transactions contemplated hereby and thereby by the Sellers, will (ia) conflict with or result in any breach of violate any provision of the articles certificate of incorporation or by-laws (or other comparable governing documents) of Reckson any Seller or any of the Transferred Diversey Companies, (b) require any consent, waiver, approval, license, authorization or permit of, or filing with or notification to any Governmental Authority (collectively, the “Governmental Filings”), except for (i) filings with the Federal Trade Commission (the “FTC”) and with the Antitrust Division of the United States Department of Justice (the “DOJ”) pursuant to the HSR Act, and the rules and regulations promulgated thereunder, (ii) those pursuant to the requirements of the foreign Regulatory Laws set forth on Section 3.4(b)(ii) of the Seller’s Disclosure Schedule, and (iii) such consents, waivers, approvals, licenses, authorizations, permits, filings or notifications which, if not obtained or made, would not reasonably be expected, individually or in the aggregate, to be material to the Diversey Business, taken as a whole, or to prevent or materially impair or delay the ability of the Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby, (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation cancellation, amendment, or acceleration or any obligation to repurchase, repay, redeem of any of the Transferred Diversey Companies or acquire or any similar right or obligation) their Subsidiaries under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subjectMaterial Contract other than the SEE Credit Facilities, excluding from the foregoing clauses (ii) and (iii) except such requirementsconflicts, violations, breaches, defaults, breachesterminations, rights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect cancellations and accelerations which would not reasonably be expected to have be material to the Diversey Business, taken as a material adverse effect on whole, or to prevent or materially impair or delay the ability of Reckson the Sellers to perform its their respective obligations hereunder under this Agreement or to consummate the transactions contemplated hereby, (Bd) that become applicable as a result in the imposition of Encumbrances on the Acquired Diversey Assets or assets or equity interests of the business Transferred Diversey Companies or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereundertheir Subsidiaries, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may such Encumbrances as would not reasonably be required in connection with the Merger and (v) such other consentsexpected, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained individually or made would not, in the aggregate, reasonably to be expected material to have the Diversey Business, taken as a Material Adverse Effect and would not have a material adverse effect on whole or to prevent or materially impair or delay the ability of Reckson the Sellers to perform its their respective obligations hereunder under this Agreement or to consummate the transactions contemplated hereby, (e) assuming the making of the Governmental Filings and obtaining of the related approval referred to in clause (b)(i) or (Bb)(ii) that become above, violate any Law applicable as a result of to the business or activities in which the Company Diversey Business or any of its affiliates is the Transferred Diversey Companies or proposes their Subsidiaries or by which any of their respective properties or any of the Acquired Diversey Assets may be bound, except for such violations which would not reasonably be expected, individually or in the aggregate, to be engaged or any acts or omissions bymaterial to the Diversey Business, taken as a whole, or facts pertaining toto prevent or materially impair or delay the ability of the Sellers to perform their respective obligations under this Agreement, or (f) require the Companyvote and approval of SEE’s stockholders (or equivalent or debtholders, other than the SEE Credit Facilities).

Consents and Approvals; No Violations. (a) Except as Assuming the truth and accuracy of the representations and warranties of Driven set forth in Schedule 4.1.3(a) Article 4, no notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule")execution, neither the execution and delivery or performance by any Company Group Member of this Agreement or the Ancillary Documents to which XX XX ICW or the Company is (or will be) a party or the consummation by XX XX ICW or the Company of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act and any other applicable antitrust laws, (ii) the filing of the Merger Documents for the Merger, (iii) those the failure of which to obtain or make would not reasonably be expected to have a Company Material Adverse Effect, (iv) those that may be required solely by reason of Driven’s (as opposed to any other third party’s) participation in the transactions contemplated hereby, (v) the approval of the managing member of each of XX XX ICW and the Company to the consummation of the transactions contemplated hereby that have been obtained prior to or concurrently with the execution of this Agreement or (vi) applicable requirements, if any, of federal securities laws or state “blue sky” laws. Neither the execution, delivery or performance by XX XX ICW or the Company of this Agreement or the Ancillary Documents to which XX XX ICW or the Company is (or will be) a party nor the performance consummation by Reckson XX XX ICW or the Company of its obligations hereunder will the transactions contemplated hereby or thereby does (ior will) (a) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Reckson or (ii) result in a violation or breach ofany Company Group Member’s Governing Documents, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Reckson or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Entity to which Reckson having jurisdiction over any Company Group Member or any of its Subsidiaries is subjecttheir respective properties or assets, excluding from the foregoing clauses or (iic) and (iii) such requirementsexcept as contemplated by this Agreement, defaults, breaches, rights or violations (A) that would not, result in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability creation of Reckson to perform its obligations hereunder or (B) that become applicable as a result any Lien upon any of the business or activities assets of any Company Group Member, which in which the Company or case of any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. clauses (b) Except as set forth in Schedule 4.1.3(bthrough (c) of above, would prevent or materially delay the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the CompanyClosing.